Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by the Company Parties for inclusion or incorporation by reference in (a) the a registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Class A Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Initial Company Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (b) the Joint Proxy Statement shallStatement/Prospectus will, at the date it is first mailed to stockholders of the Company Stockholders and to the stockholders of Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Company Parties with respect to the statements made therein based on information supplied by any of the Parent Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 5.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Company Parties with respect to the statements made therein based on information (i) supplied by any of the Parent or Merger Sub Parties specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to be supplied by the Company Firefly for inclusion or incorporation by reference in (a) the a registration statement on Form S-4 to be filed with the SEC by Parent Ohm pursuant to which shares of Parent Ohm Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Company Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallStatement, will, at the date it is first mailed to the Company Stockholders stockholders of Firefly and to Parent Stockholders stockholders of Ohm and at the time of the Company Firefly Stockholders Meeting and the Parent Ohm Stockholders 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, in light of the circumstances under which they are made, not misleading; provided, however, that that, in the case of clause (a) and (b), no representation is made by the Company Firefly with respect to statements made therein based on information (i) supplied by Parent Ohm, Merger Sub or Merger LLC Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf therein. Subject to the accuracy of the Company first sentence of Section 5.8, the Registration Statement and not obtained from or incorporated by reference the Joint Proxy Statement will comply as to the Company’s filings form in all material respects with the SECprovisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in (a) any report, form, registration or other filing made with any Governmental Authority with respect to the registration statement on Form S-4 to be filed with the SEC transactions contemplated by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallthis Agreement and/or ancillary document contemplated thereto will, at the time date of filing or mailing, or any amendment thereto, as the Registration Statement becomes effective under the Securities Actcase may be, 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 (subject to the qualifications and limitations set forth in the materials provided by the Company and the Company Subsidiaries or that is included in the SEC filings or mailings). None of the information supplied or to be supplied by the Company and the Company Subsidiaries expressly for inclusion or incorporation by reference in any of the Closing Filing and the Closing Press Release (beach such capitalized term, as hereafter defined) (collectively, the Joint Proxy Statement shall“Ancillary Public Disclosures”) will, at the date it is first mailed to time filed with the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingSEC, 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; provided, however, that no representation is made misleading (subject to the qualifications and limitations set forth in the materials provided by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of and the Company and not obtained from Subsidiaries or incorporated by reference to that is included in the Company’s filings with the SECAncillary Public Disclosures).

Information Supplied. None of the information supplied or to be supplied by the Company Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase may be, 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; provided, however, that no representation is made by . None of the Company with respect information supplied or to statements made therein based on information (i) be supplied by Parent or Pubco, First Merger Sub specifically or Second Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or (ii) necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, none of Pubco, First Merger Sub or Second Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Company and not obtained from Target Companies or incorporated by reference to the Company’s filings with the SECany of their respective Affiliates.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to the Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the a registration statement on Form S-4 F 4 (or such other SEC Form) to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock Shares issuable in the Company Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are madenot misleading, not misleading or (b) the Joint Company Proxy Statement shallwill, at the date it is first mailed to shareholders of the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided, howeveror (c) the information circular and proxy statement of Parent (the “Parent Circular”) relating to the meeting of the shareholders of Parent to be held for the purposes of obtaining the Parent Shareholder Approval (including any postponement, that adjournment or recess thereof, the “Parent Shareholder Meeting”) will, at the date it is first mailed to the shareholders of Parent or at the time of the Parent Shareholder 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, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.8, the Registration Statement and the Company Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder. Notwithstanding the foregoing, no representation is made by the Company with respect to statements made therein in the Company Proxy Statement, the Registration Statement or the Parent Circular based on information (i) supplied by any of the Parent or Merger Sub Parties specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to be supplied by the Company Clearwire or its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 Proxy Statement to be filed mailed to Clearwire’s stockholders in connection with the SEC by Parent pursuant meeting (the “Stockholders’ Meeting”) to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in be called to consider the Merger will be registered with (the SEC (including “Proxy Statement”) or the Registration Statement, or any amendments or supplements, the “Registration Statement”) shallsupplements thereto will, at the time the Registration Statement becomes effective under the Securities Actdates those documents are first published, sent or delivered to Clearwire’s stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Proxy Statement or Registration Statement or necessary in order to make the statements thereinmade in the Proxy Statement or Registration Statement, in light of the circumstances under which they are were made, not misleading or (b) misleading. Each of the Joint Proxy Statement shalland Registration Statement at the dates those documents are first published, sent or delivered to Clearwire’s stockholders or, unless promptly corrected, at any time during the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time pendency of the Company Stockholders Stockholders’ Meeting and the Parent Stockholders Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Proxy Statement or Registration Statement or necessary in order to make the statements thereinmade in the Proxy Statement or Registration Statement, in light of the circumstances under which they are were made, not misleading; provided. Notwithstanding the foregoing, however, that no representation or warranty is made by the Company any Party with respect to statements made therein or incorporated by reference in the Proxy Statement or Registration Statement based on information (i) supplied by Parent or Merger Sub specifically the other Parties for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf in any of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECforegoing documents.

Information Supplied. None The Company and SBC each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in (ai) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent pursuant to which SBC in connection with the issuance of shares of Parent SBC Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “proxy statement and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement”") shallwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Shareholders Meeting, in any such case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading or (b) the Joint Proxy Statement shall, misleading. If at the date it is first mailed any time prior to the Effective Time any information relating to SBC or the Company, or any of their respective affiliates, officers or directors, should be discovered by SBC or the Company Stockholders and which should be set forth in an amendment or supplement to Parent Stockholders and at the time any of the Company Stockholders Meeting and S-4 Registration Statement or the Parent Stockholders MeetingProspectus/Proxy Statement, contain so that any untrue statement of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading; provided, howeverthe party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, that no representation is made to the extent required by law, disseminated to the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf shareholders of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by the Company Chartwell for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares Trenwick in connection with the issuance of Parent Trenwick Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (bii) the filing with the SEC of a proxy statement relating to the Chartwell Stockholder Approval and the proxy statement relating to the Trenwick Stockholder Approval, in each case as amended or supplemented from time to time, (the "Joint Proxy Statement shallStatement") will, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and Chartwell's stockholders or at the time of the Company Chartwell Stockholders Meeting and the Parent Stockholders Meeting(as defined in Section 5.2), 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; provided. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, however, that no representation or warranty is made by the Company Chartwell in this Section 3.1(f) with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically Trenwick for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of in the Company and not obtained from or incorporated by reference to the Company’s filings with the SECJoint Proxy Statement.

Information Supplied. None Subject to the accuracy of the representations and warranties of MLP set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or 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 in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or misleading, (b) the Joint Proxy Statement shallwill, at on the date it is first mailed to the Company Stockholders MLP Unitholders and to Parent Stockholders Unitholders, and at the time of the Company Stockholders MLP Unitholders Meeting and the Parent Stockholders Unitholders 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, in light of the circumstances under which they are made, not misleading; provided, howeverand (c) the Schedule 13E-3 will, that at the time the 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 necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Registration Statement, Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act, as applicable. Notwithstanding the foregoing, Parent makes no representation is made by the Company or warranty with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically on behalf of MLP for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf in any of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECforegoing documents.

Information Supplied. None The Company shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement, and in any event within 14 days after the date hereof, a proxy statement in preliminary form relating to the Shareholders Meeting (as defined in Section 6.4) (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company agrees, as to its and Subsidiaries, that (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by it or to be supplied by the Company any of its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallwill, at the date it is first mailed of mailing to shareholders of the Company Stockholders and to Parent Stockholders and or at the time of the Company Stockholders Meeting and the Parent Stockholders Shareholders 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, in light of the circumstances under which they are were made, not misleading; provided, however, that no representation is made by . Parent shall cooperate in the preparation of the Proxy Statement and shall promptly provide to the Company with respect any information regarding Parent that is necessary or reasonably appropriate to statements made therein based on include in the Proxy Statement. Parent agrees that none of the information (i) supplied by Parent or Merger Sub specifically any of its Subsidiaries for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf in the Proxy Statement will, at the date of mailing to shareholders of the Company and or at the time of the Shareholders 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, in light of the circumstances under which they were made, not obtained from or incorporated by reference to the Company’s filings with the SECmisleading.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallwill, at the date it is first mailed to stockholders of the Company Stockholders and to stockholders of Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.7, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or 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 in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the Joint Company Proxy Statement shallwill, at on the date it is first mailed to the Company Stockholders and to Parent Stockholders holders of Listed Shares, and at the time of the Company Stockholders Meeting and the Parent Stockholders Shareholder 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, in the light of the circumstances under which they are made, not misleading and (c) the Parent Proxy Statement will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, 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 are made, not misleading; provided. The Registration Statement and the Parent Proxy Statement will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, however, that Parent makes no representation is made by the Company or warranty with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from for inclusion or incorporated incorporation by reference to in any of the Company’s filings with the SECforegoing documents.

Information Supplied. None of the information relating to Datasea which is supplied or to be supplied by the Company Datasea expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed filings with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement becomes effective under the Securities Actdate of filing, 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 (subject to the qualifications and limitations set forth in the materials provided by Datasea and/or any Datasea Subsidiary or (b) that is included in the Joint Proxy Statement shallSEC filings). None of the information supplied or to be supplied by Datasea in writing expressly for inclusion or incorporation by reference in any of the Ancillary Public Disclosures will, at the date it is first mailed to time filed with the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingSEC, 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; providedmisleading (subject to the qualifications and limitations set forth in the materials provided by Datasea or that is included in Ancillary Public Disclosures). Notwithstanding the foregoing, howeverDatasea makes no representation, that no representation is made warranty or covenant with respect to any information supplied by the Company for inclusion in any such filings with the SEC or Ancillary Public Disclosures. Datasea has delivered or provided access to the Company all material information, documents and instruments necessary in order for the Company to conduct its due diligence with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company representations and not obtained from or incorporated by reference to the Company’s filings with the SECwarranties in this Article III.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallwill, at the date it is first mailed to stockholders of the Company Stockholders and to shareholders of Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Shareholders 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, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to be supplied by the Company Purchaser expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Purchaser’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase may be, 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; provided, however, that no representation or warranty is made by as to the Company accounting treatment of Purchaser’s issued and outstanding warrants, or as to any deficiencies in disclosure (including with respect to statements made therein based on accounting and disclosure controls) arising from the treatment of such warrants as equity rather than liabilities in Purchaser’s financial statements. None of the information (i) supplied or to be supplied by Parent or Merger Sub specifically Purchaser expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or (ii) necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Purchaser makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Company and not obtained from Target Companies or incorporated by reference to the Company’s filings with the SECany of their respective Affiliates.

Information Supplied. None of the information supplied or to be supplied provided in writing by the Company Partnership specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable Units in the LP Merger and in which the Combined Consent Statement/Prospectus will be registered with the SEC included as a prospectus (including any amendments or supplements, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading or (b) the Combined Consent Statement/Prospectus will, on the date it is first mailed to the Partnership’s unitholders, 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 (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are were made, not misleading; provided. The Combined Consent Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof based on information supplied by the Partnership or the General Partner or any of their respective Subsidiaries for inclusion or incorporation by reference therein, howeverbut excluding any portion thereof based on information supplied by or on behalf of Parent or the Merger Subs for inclusion or incorporation by reference therein, that with respect to which no representation is made by the Company Partnership or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Partnership with respect to information or statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein in the Form S-4 or (ii) the Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECPartnership.

Information Supplied. None of the information supplied or to be supplied by the Company Parent, Merger Sub or Merger LLC for inclusion or incorporation by reference in the Registration Statement or the proxy statement/prospectus included therein relating to the Company Stockholder Meeting (aas hereinafter defined) the registration statement on Form S-4 to be filed (together with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplementssupplements thereto, the “Registration Proxy Statement”) shallwill (i) in the case of the Registration Statement, at the time the Registration Statement it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) in the Joint case of the Proxy Statement shallStatement, at the date it is first mailed to time of the Company Stockholders and to Parent Stockholders mailing of the Proxy Statement and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided. If, however, that no representation is made by at any time prior to the Company Stockholder Meeting, any event with respect to statements made therein based on information (i) supplied Parent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf Law, disseminated to the stockholders of the Company and not obtained from or incorporated by reference Company. The Registration Statement will comply (with respect to the Company’s filings Parent) as to form in all material respects with the SECprovisions of the Securities Act, and the Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallwill, at the date it is first mailed to stockholders of the Company Stockholders and to stockholders of Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.4, neither the Schedule 14D-9 nor any information supplied (or to be supplied supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be Offer Documents will, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto, are filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time they are first published, sent or given to stockholders of the Registration Statement becomes effective under Company, or on the Securities ActOffer Expiration Date, as the case may be, 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 light of the circumstances under which they are made, not misleading or (b) misleading. Subject to the Joint accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.4, the Proxy Statement shallwill not, at on the date it is first mailed to stockholders of the Company Stockholders and to Parent Stockholders (or any amendments or supplements thereto) and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, however, that the Company makes no representation is made by the Company or warranty with respect to statements made therein based on information (i) supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of in the Company and not obtained from or incorporated by reference to the Company’s filings with the SECProxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders Shareholders and to the Parent Stockholders Shareholders and at the time of the Company Stockholders Shareholders Meeting and the Parent Stockholders Shareholders 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, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company and Company OP for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time such document is filed with the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallSEC, at the date it any time such document is first mailed to the Company Stockholders and to Parent Stockholders and amended or supplemented or at the time of such document is declared effective by the Company Stockholders Meeting and the Parent Stockholders MeetingSEC, 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; provided, howeveror (b) the Joint Proxy Statement will, at the date that no it is first mailed to the Company’s stockholders or Parent’s stockholders, at the time of the Company Stockholder Meeting and Parent Stockholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement, at the date such materials are first mailed to the Company’s stockholders or Parent’s stockholders and at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company in this Section 3.06 with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub specifically Parent OP or any of their respective Representatives for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.therein

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 N-14 to be filed with the SEC by Parent pursuant to which in connection with the registration under the Securities Act of the shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable to be issued in the First Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration StatementForm N-14”) shallwill, at the time the Registration Statement Form N-14 is filed with the SEC or at any time it is amended or supplemented or 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided, howeverand (b) the proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders’ Meeting (the “Proxy Statement”) will, at the date it or any amendment or supplement is mailed to stockholders of the Company and at the time of the Company Stockholders’ Meeting, 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, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Company with respect regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Acquisition Sub, or to statements made therein based on information (i) supplied by or on behalf of Parent or Merger Acquisition Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein).

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders, the "Proxy Statement shallStatement") will, at the date it is first mailed to the stockholders of the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, however, that no representation or warranty is made by the Company with respect to statements made therein or incorporated by reference in the Form S-4 or the Proxy Statement based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf in the Form S-4 of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECProxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company Dish for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement is filed with the SEC and at the time it 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 in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Joint Proxy Resale Registration Statement shallwill, at the date it time the Resale Registration Statement is first mailed to filed with the Company Stockholders and to Parent Stockholders SEC and at the time of it becomes effective under the Company Stockholders Meeting and Securities Act (or, with respect to any post-effective amendment or supplement, at the Parent Stockholders Meetingtime 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 not misleading or (iii) any blue sky or other state filings made in light connection with the Regulation D offering 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 circumstances under which they are made, statements therein not misleading; provided, however, that no . No representation or warranty is made by the Company Dish with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub specifically Soap for inclusion or incorporation by reference therein in the Registration Statement or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECResale Registration Statement.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 Registration Statement of Parent to be filed with the SEC by Parent pursuant with respect to which the registration under the Securities Act of the shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable CVRs to be issued in connection with the Merger will (in which the Proxy Statement/Prospectus, as defined in Section 7.6(a) of this Agreement, shall be registered with the SEC included) (including any amendments or supplements, the “S-4 Registration Statement”) shallor any amendment or supplement thereto will, at the time such S-4 Registration Statement or any amendment or supplement thereto is filed with the SEC or at the time such S-4 Registration Statement becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading or (bii) the Joint Proxy Statement shallStatement/Prospectus will, at the date it is first mailed of mailing to the holders of Company Stockholders and to Parent Stockholders Common Stock and at the time of the Company Stockholders Meeting and to be held in connection with the Parent Stockholders MeetingMerger, 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 are were made, not misleading; provided. The Proxy Statement/Prospectus relating to the Company Stockholders Meeting and any amendments or supplements thereto will, howeverwhen filed, that no comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein in the Proxy Statement/Prospectus or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECS-4 Registration Statement.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership and the General Partner set forth in Section 4.10, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company Parent Parties specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or 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 in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallwill, at on the date it is first mailed to the Company Stockholders Limited Partners and to the Parent Stockholders Stockholders, and at the time of the Company Stockholders Partnership Special Meeting and the Parent Stockholders Special 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, in the light of the circumstances under which they are made, not misleading and (c) the Schedule 13E-3 will, at the time the Schedule 13E-3, or any amendment thereto, is filed with the SEC, 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 are made, not misleading; provided. Each of the Joint Proxy Statement, howeverthe Registration Statement and the Schedule 13E-3 will comply as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act, that no as applicable. Notwithstanding the foregoing, none of the Parent Parties makes any representation is made by the Company or warranty with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from Partnership or incorporated the General Partner for inclusion or incorporation by reference to in any of the Company’s filings with the SECforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the a registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (b) the Joint Proxy Statement shallStatement, will, at the date it is first mailed to stockholders of the Company Stockholders and to stockholders of Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.8, the Registration Statement and the Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. (a) None of the information supplied or to be supplied by the Company Comet Parties for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement becomes Form S-4 (and any amendment or supplement thereto) 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 thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Joint Proxy Statement shallStatement/Prospectus will, at on the date it is first mailed to the Company Stockholders and to Parent Stockholders and Comet shareholders or Moon stockholders or at the time of the Company Stockholders Comet Shareholders Meeting and or the Parent Moon Stockholders 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, in light of the circumstances under which they are were made, not misleading; provided, however(iii) the Exchange Offer Documents will, that no representation is made by on the Company date first filed with respect the SEC and on the date first published, sent or given to the Comet Shareholders, 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 made therein based not misleading and (iv) the Schedule 14D-9 will, on information (i) the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, 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. The portions of the Proxy Statement/Prospectus supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf Comet will comply as to form in all material respects with the applicable provisions of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECExchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered connection with the SEC Parent Stock Issuance (including any amendments or supplements, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) 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 in order to make the statements therein, in light therein not misleading. None of the circumstances under which they are madeinformation supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the information statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Merger and the other transactions contemplated by this Agreement and the proxy statement to the Parent’s stockholders in connection with the Parent Stock Issuance (including any amendments or supplements thereto, not misleading or (bthe “Joint Proxy/Information Statement”) the Joint Proxy Statement shallwill, at the date it is first mailed to the Company Stockholders Company’s and to Parent Stockholders and Parent’s stockholders or at the time of the Company Stockholders Meeting and the or Parent Stockholders MeetingMeeting or at the time of any amendment or supplement 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 made therein, in light of the circumstances under which they are were made, not misleading; provided. The Joint Proxy/Information Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) that was not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the information supplied relating to Parent and the Parent Subsidiaries contained in the Proxy Statement or to be supplied that is provided by Parent and the Company Parent Subsidiaries in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be or any other document filed with the SEC in connection with the transactions contemplated by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable this Agreement will (a) in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Statement”) shallForm S-4, at the time it is filed with the Registration Statement becomes SEC, at any time such document is amended or supplemented or 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, in light of the circumstances under which they are made, not misleading or misleading, (b) in the Joint case of the Proxy Statement shallStatement, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the mailing thereof, at the time the Company Stockholders Stockholder Meeting and is held, at the Parent Stockholders Meetingtime that the Form S-4 is declared effective or at the Second Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by Parent with the SEC in connection with the First Merger, the Second Merger or the other transactions contemplated by this Agreement, at the time of its filing 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, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement will (with respect to Parent, its officers and directors and the Parent Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, however, that no representation or warranty is made by the Company with respect hereunder as to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein in the Form S-4 or (ii) the Proxy Statement that were not supplied by or on behalf of the Company and not obtained from Parent or incorporated by reference to the Company’s filings with the SECany Parent Subsidiaries.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership and the General Partner set forth in Section 4.10, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent, Holdings or Merger Sub specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or 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 in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallSchedule 13E-3 will, at the date it time the Schedule 13E-3, or any amendment thereto, is first mailed to filed with the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingSEC, 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; provided, howeverand (c) the Consent Solicitation Statement/Prospectus will, that no on the date it is first mailed to the Limited Partners, 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 are made, not misleading. The Consent Solicitation Statement/Prospectus, the Registration Statement and the Schedule 13E-3 will comply as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act, as applicable. Notwithstanding the foregoing, none of Parent, Holdings or Merger Sub makes any representation is made by the Company or warranty with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from Partnership or incorporated the General Partner for inclusion or incorporation by reference to in any of the Company’s filings with the SECforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including such Form S-4, and any amendments or supplementssupplements thereto, the “Registration Statement”"S-4") shallwill, at the time the Registration Statement S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the joint proxy statement/prospectus relating to the matters to be submitted to the Company's stockholders at the Company Stockholders Meeting and the matters to be submitted to Parent's shareholders at the Parent Shareholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement shallStatement/Prospectus") will, at the date it is first mailed to stockholders of the Company Stockholders and to Parent Stockholders and at the time times of the Company Stockholders Meeting and the Parent Stockholders Shareholders 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, made not misleading; provided. The Joint Proxy Statement/Prospectus, however, that no representation is made by insofar as it relates to the Company Stockholders Meeting, will comply, as of its mailing date, as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made therein based on any information (i) supplied or required to be supplied by Parent or Merger Sub specifically for inclusion Acquisition which is contained in or incorporation by reference therein or (ii) not supplied by or on behalf omitted from any of the Company and not obtained from foregoing documents or which is incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to -------------------- be supplied by the Company for inclusion or incorporation by reference in (i) the S-4 will, at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading and (ii) the proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Xxxxxx Merger (the "Proxy Statement") will, at the date the Proxy Statement is mailed to stockholders of the Company or at the time of the meeting of stockholders of the Company to be held in connection with the Xxxxxx 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 in light of the circumstances under which they are made, not misleading. The Proxy Statement insofar as it relates to the meeting of the Company's stockholders to vote on the Xxxxxx Merger will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be Offer Documents or provided by the Company in the Schedule 14D-9 will, at the respective times that the Offer Documents and the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC by Parent pursuant and are first published or sent or given to which shares holders of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities ActShares, 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 (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are were made, not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership, the Partnership GP and the Partnership GP Delegate set forth in Section 3.7, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or 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, (b) the Schedule 13E-3 will, at the time the 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 necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or misleading, (bc) the Joint Partnership Proxy Statement shallwill, at on the date it is first mailed to the Company Stockholders and to Parent Stockholders Limited Partners, and at the time of the Company Stockholders Meeting and the Parent Stockholders Partnership Unitholder 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, in the light of the circumstances under which they are made, not misleading and (d) the Parent Proxy Statement will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, 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 are made, not misleading; provided. The Registration Statement and the Parent Proxy Statement will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, however, that Parent makes no representation is made by the Company or warranty with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from Partnership for inclusion or incorporated incorporation by reference to in any of the Company’s filings with the SECforegoing documents.

Information Supplied. None of the The information supplied or to be supplied by the Company in writing expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed by Parent in connection with the SEC by Parent pursuant to which issuance of shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallshall not, at the time the Registration Statement becomes Form S-4 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, except that no representation or warranty is made by Company with respect to statements made or incorporated by reference therein based on information supplied by any Parent Entity in writing expressly for inclusion therein. The information supplied or to be supplied by Company in writing expressly for inclusion in the joint proxy statement/prospectus (bthe "Proxy Statement/Prospectus") relating to the Joint Proxy Statement shallCompany Stockholder Meeting included in the Form S-4 will not, at the date it time the Proxy Statement/Prospectus is first mailed to the Company Stockholders and to Parent Stockholders stockholders of Company, and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided, however, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub specifically in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or incorporation by reference therein or (ii) not to be supplied by Company in writing expressly for inclusion therein but excluding any portion thereof based on information supplied by Parent in writing expressly for inclusion therein, with respect to which no representation or on behalf warranty is made by Company) will comply as to form in all material respects with the provisions of the Company Securities Act and not obtained from or incorporated by reference to the Company’s filings with the SECExchange Act.

Information Supplied. None of the written information supplied or to be supplied by the Company Buyer or any of its Affiliates, directors, officers, employees, agents or Representatives expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 Proxy Statement or any other documents filed or to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered connection with the SEC Transactions, will, as of the time such documents (including or any amendments amendment thereof or supplements, the “Registration Statement”supplement thereto) shall, are mailed to Seller’s stockholders and at the time the Registration Statement becomes effective under the Securities Actof Seller Stockholders’ Meeting, contain any untrue statement of a material fact 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 were made, not misleading or (b) misleading. All documents that Buyer is responsible for filing with the Joint Proxy Statement shall, at SEC in connection with the date it is first mailed Transactions will comply as to form in all material respects with the Company Stockholders and to Parent Stockholders and at the time applicable requirements of the Company Stockholders Meeting Exchange Act and the Parent Stockholders Meeting, will not contain any untrue statement of a material fact 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 were made, not misleading; provided, however, that no representation is made by . None of the Company with respect written information supplied or to statements made therein based on information (i) be supplied by Parent Seller or Merger Sub specifically any of its Subsidiaries or Representatives expressly for inclusion or incorporation by reference therein or (ii) not supplied in any document to be filed by or on behalf Buyer with the SEC in connection with the Transactions, will, as of the Company and time such documents (or any amendment thereof or supplement thereto) are filed, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not obtained from or incorporated by reference to the Company’s filings with the SECmisleading.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders, the "Proxy Statement shallStatement") will, at the date it the Proxy Statement is first mailed to the stockholders of the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, however, that no representation or warranty is made by the Company with respect to statements made therein or incorporated by reference in the Form S-4 or the Proxy Statement based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein in the Form S-4 or (ii) not supplied by the Proxy Statement or on behalf of the Company portions thereof that relate only to Parent and not obtained from or incorporated by reference to the Company’s filings with the SECits Subsidiaries.

Information Supplied. None of the information supplied provided by or to be supplied by on behalf of the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 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 in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (b) the proxy statement/prospectus relating to matters to be submitted to the stockholders of the Company at the Company Stockholders’ Meeting and to the stockholders of Parent at the Parent Stockholders’ Meeting (such proxy statement/prospectus, as amended or supplemented from time to time, the “Joint Proxy Statement shallStatement/Prospectus”) will, at the date it is first mailed to the Company Stockholders Company’s stockholders and to Parent Stockholders and Parent’s stockholders or at the time of the Company Stockholders Stockholders’ Meeting and or the Parent Stockholders Stockholders’ 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, in light of the circumstances under which they are were made, not misleading; provided, however, that no representation is made by the Company that, with respect to statements made therein based on projected financial information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied provided by or on behalf of the Company, the Company and not obtained from or incorporated represents only that such information was prepared in good faith by reference management of the Company on the basis of assumptions believed by such management to be reasonable as of the time made. The Joint Proxy Statement/Prospectus (other than the portion thereof relating solely to the Company’s filings Parent Stockholders’ Meeting) and the Form S-4 (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting) will comply as to form in all material respects with the SECrequirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable Rights in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Joint Proxy Statement shallwill, at the date it the Joint Proxy Statement is first mailed to the Company Stockholders Company's shareholders and to Parent Stockholders and Parent's stockholders or at the time of the Company Stockholders Shareholders Meeting and or the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, however, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of in the Company and not obtained from or incorporated by reference to the Company’s filings with the SECJoint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger and pursuant to Section 3.2 will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallconsent solicitation statement/information statement/prospectus in preliminary and definitive form (including any amendments or supplements, the “Consent Solicitation Statement/Information Statement/Prospectus”) relating to the Parent Stockholder Written Consent and which shall include a form of written consent that may be executed by the stockholders of the Company in connection with the Company Stockholder Approval will, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time stockholders of the Company Stockholders Meeting and the Parent Stockholders Meetingto stockholders of Parent, 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; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or relating to be supplied by Company and the Company Subsidiaries that will be contained in the Proxy Statement or that is provided by Company and the Company Subsidiaries in writing specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be Proxy Statement or any other document filed with the SEC in connection with the transactions contemplated by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable this Agreement will (a) in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light case of the circumstances under which they are madeProxy Statement, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the mailing thereof or at the time the Company Stockholders Stockholder Meeting and the Parent Stockholders Meetingis to be held, 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 (b) with respect to any other document to be filed by Company with the SEC in connection with the Mergers, the Asset Transfers or the other transactions contemplated by this Agreement, at the time of its filing 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, in light of the circumstances under which they are made, not misleading. The Proxy Statement will (with respect to Company and the Company Subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, however, provided that no representation or warranty is made by the Company hereunder with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings by, or with the SECrespect to, Parent, Merger Sub or any New Merger Sub.

Information Supplied. None Each of Vision Bancshares and Park agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company it for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, is filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinmade therein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the Joint Proxy Statement shallStatement/Prospectus and any amendment or supplement thereto will, at the date it is first mailed of mailing to the Company Stockholders and to Parent Stockholders Vision Bancshares shareholders and at the time of the Company Stockholders Meeting and Vision Bancshares Meeting, as the Parent Stockholders Meetingcase may be, 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 made therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, made therein not false or misleading or necessary to correct any statement in light any earlier statement in the Proxy Statement/Prospectus or any amendment or supplement thereto. Each of Vision Bancshares and Park further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the circumstances under which they are made, not misleading; provided, however, that no representation is made by statements in the Company Registration Statement and the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements made therein based on information (i) supplied by Parent not false or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of misleading, to promptly inform the Company other party thereof and not obtained from or incorporated by reference to take the Company’s filings with necessary steps to correct the SECRegistration Statement and the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by the Company X. X. Xxxxx or Merger Sub in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 S-4, the Joint Proxy Statement/Prospectus or in any materials to be filed delivered by X. X. Xxxxx or Merger Sub to potential financing sources in connection with the SEC transactions contemplated by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable this Agreement will (i) in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Statement”) shallForm S-4, at the time the Registration Statement 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingeffective, 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, (ii) in the case of the Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the X. X. Xxxxx Stockholder Meeting is to be held, 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 not misleading or (iii) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, at the date such information is delivered, 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 not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to X. X. Xxxxx, Merger Sub, their respective officers and directors and the X. X. Xxxxx Subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, however, provided that no representation is made by the Company with respect as to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECby CPA16.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 N-14 to be filed with the SEC by Parent pursuant to which in connection with the registration under the Securities Act of the shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable to be issued in the First Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration StatementForm N-14”) shallwill, at the time the Registration Statement Form N-14 is filed with the SEC or at any time it is amended or supplemented or 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading or and (b) the Joint proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders’ Meeting (the “Proxy Statement shallStatement”) will, at the date it or any amendment or supplement is first mailed to stockholders of the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Stockholders’ Meeting, 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 in which they are made, not misleading; provided, however, misleading (except that no representation or warranty is made by the Company with respect regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Acquisition Sub, or to statements made therein based on information (i) supplied by or on behalf of Parent or Merger Acquisition Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the registration under the Securities Act of the shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable to be issued in the Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading or and (b) the Joint proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement shallStatement”) will, at the date it it, or any amendment or supplement to it, is first mailed to stockholders of the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Stockholders’ Meeting, 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 in which they are made, not misleading; provided, however, misleading (except that no representation or warranty is made by the Company with respect regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information (i) supplied by or on behalf of Parent or any of its Subsidiaries (including Merger Sub specifically Sub) for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf therein). The Proxy Statement will comply as to form in all material respects with the requirements of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECExchange Act.

Information Supplied. None of the information supplied provided (or to be supplied provided) in writing by or on behalf of the Company or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable Sodium in the Merger will be registered connection with the SEC issuance of Sodium Shares as Equity Consideration (including any amendments or supplements, which will include the Proxy Statement/Prospectus) (the “Registration Statement”) shallwill, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (b) the Joint Proxy Statement shallStatement/Prospectus will, at on the date it is first mailed to the Company Stockholders and to Parent Stockholders Company’s stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are were made, not misleading; provided. The Proxy Statement/Prospectus and the Registration Statement (solely with respect to the portion thereof based on information supplied by the Company or its Subsidiaries for inclusion or incorporation by reference therein, howeverbut excluding any portion thereof based on information supplied by Sodium, that Sodium US, Merger Sub or their Affiliates for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.14, no representation or warranty is made by the Company with respect to information or statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein in the Registration Statement or (ii) the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 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 in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the joint proxy statement/prospectus relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (as amended or supplemented from time to time and including all letters to stockholders, notices of meeting and forms of proxies to be distributed to stockholders in connection with the Combination, and any schedules required to be filed with the SEC in connection therewith, the “Joint Proxy Statement shallStatement”), will, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and Company’s stockholders or at the time of the Company Stockholders Meeting and the Parent Stockholders Stockholders’ 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, in light of the circumstances under which they are made, not misleading; provided. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, however, that no representation or warranty is made by the Company with respect to information or statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein in the Form S-4 or (ii) the Joint Proxy Statement that were not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of the Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable Ordinary Shares in the Merger will be registered with (such Form S-4, as amended or supplemented, is herein referred to as the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, and at any time it is amended or supplemented or 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 in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Joint proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 5.2(b)) (such proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement shallStatement/Prospectus") will, at the date it the Proxy Statement/Prospectus is first mailed to the Company Stockholders and to Parent Stockholders and Company's stockholders or at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in the light of the circumstances under which they are made, not misleading or contain any statements which at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Stockholders Meeting which has become false or misleading; provided. The Form S-4 will, howeveras of its effective date, that no and the prospectus contained therein will, as of its date, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. No representation is made by the Company with respect to statements made therein or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus based on information (i) supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference therein in the Form S-4 or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECProxy Statement/Prospectus.

Information Supplied. None of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of RRMS specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant with respect to which the issuance of shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in connection with the Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration Statement”) shallwill, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or 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 in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the Joint proxy statement filed by Parent with the SEC in connection with the Parent Stock Issuance Approval (the “Parent Proxy Statement shallStatement”) will, at on the date it is first mailed to the Company Stockholders and to Parent Stockholders stockholders of Parent, and at the time of the Company Stockholders Meeting and the Parent Stockholders 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 made therein, in light of the circumstances under which they are made, not misleading; provided. Notwithstanding the foregoing, however, that RRMS makes no representation is made by the Company or warranty with respect to statements made therein based on information (i) supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf in any of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of the Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with (such Form S-4, as amended or supplemented, is herein referred to as the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, and at any time it is amended or supplemented or 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 in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Joint proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 5.2(b)) (such proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement shallStatement/Prospectus") will, at the date it the Proxy Statement/Prospectus is first mailed to the Company Stockholders and to Parent Stockholders and Company's stockholders or at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in the light of the circumstances under which they are made, not misleading; provided, howeveror contain any statement which at the time and in the light of the circumstances under which it is made is false or misleading with respect to any material fact, that no or omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Stockholders Meeting which has become false or misleading. No representation is made by the Company with respect to statements made therein or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus based on information (i) supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference therein in the Form S-4 or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECProxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (a) the registration statement any Current Report on Form S-4 8-K or any other report, form, registration, or other filing made with any Governmental Authority with respect to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading transactions contemplated hereby or (b) the Joint Proxy Statement shallwill, at the date it is first mailed to the Company Stockholders Parent’s stockholders and to Parent Stockholders and warrantholders or at the time of the Company Stockholders Stockholder Meeting and the Parent Stockholders or Warrantholder Meeting, respectively, 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; provided. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, however, except that no representation is made by the Company Parent with respect to statements made or incorporated by reference therein based solely on information (i) supplied by Chaparral in writing for inclusion or incorporation by reference in the Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion in the Proxy Statement shall, at the time such document is filed, at the time amended or incorporation supplemented, or at the time the Proxy Statement is declared effective by reference the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or (ii) necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Chaparral which is contained in the Company and not obtained from or incorporated by reference to the Company’s filings with the SECProxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed application for a California Permit in connection with the SEC by Parent pursuant to which issuance of shares of Parent Common StockStock pursuant to the transactions contemplated hereby, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in including the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shalldisclosure documents relating thereto will, at the time the Registration such application is filed with the Commissioner and at the time the Fairness Hearing is held, 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, (ii) the Information Statement becomes effective under provided to Company stockholders in connection with obtaining stockholder approval of the Securities ActMerger (the "Information Statement") will, at the time it is mailed to the stockholders and at all times during which stockholder consents are solicited in connection with the 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, in light of the circumstances under which they are made, not misleading and (iii) any materials or (b) information provided to Company stockholders in connection with an offer to purchase their shares of Company Common Stock as contemplated in the Joint Proxy Statement shallStockholders' Agreement will, at the date time it is first mailed to the Company Stockholders and to Parent Stockholders stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingall times during which such stockholders may elect to sell their shares to Parent, 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; provided. The application for a California Permit will comply in all material respects with the provisions of the CSL, howeverand the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically in writing for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of WPZ specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant with respect to which the issuance of shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in connection with the Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration Statement”) shallwill, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or 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 in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the Joint proxy statement filed by Parent with the SEC in connection with the Parent Stockholder Approval (the “Parent Proxy Statement shallStatement”) will, at on the date it is first mailed to the Company Stockholders and to Parent Stockholders stockholders of Parent, and at the time of the Company Stockholders Meeting and the Parent Stockholders 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 made therein, in light of the circumstances under which they are made, not misleading; provided. Notwithstanding the foregoing, however, that WPZ makes no representation is made by the Company or warranty with respect to statements made therein based on information (i) supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf in any of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECforegoing documents.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered connection with the SEC Share Issuance (including together with any amendments amendment or supplementssupplements thereto, the “Registration StatementForm S-4”) shallwill not, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Joint Proxy Statement shallwill not, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and Company’s shareholders or Parent’s shareholders or at the time of the Company Stockholders Shareholder Meeting and or the Parent Stockholders Shareholder 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, in light of the circumstances under which they are made, not misleading; provided. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, however, that the Company makes no representation is made by the Company with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent Parent, Merger Sub or Merger Sub specifically LLC in writing expressly for inclusion or (including by incorporation by reference therein or (iireference) not supplied by or on behalf of in the Company and not obtained from or incorporated by reference to the Company’s filings with the SECJoint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company each of Pubco and Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s, Pubco’s or Merger Sub’s, shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase may be, 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; provided, however, that no representation is made by . None of the Company with respect information supplied or to statements made therein based on information (i) be supplied by Parent or each of Pubco and Merger Sub specifically expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or (ii) necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, each of Pubco and Merger Sub does not make any warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Target Companies, the Company and not obtained from Shareholders or incorporated by reference to the Company’s filings with the SECany of their respective Affiliates.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Park Parties for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Statement”) shallForm S-4, at the time such document is filed with the Registration Statement becomes SEC, at any time such document is amended or supplemented or 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 thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) in the Joint case of the Proxy Statement, on the date such Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and Company’s shareholders, or at the time of the Company Stockholders Meeting and Shareholder Meeting, or at the Parent Stockholders Meetingtime that the Form S-4 is declared 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; provided. All documents that Park is responsible for filing with the SEC in connection with the transactions contemplated herein, howeverto the extent relating to the Park Parties or any other Park Subsidiary or other information supplied by or on behalf of the Park Parties or any other Park Subsidiary for inclusion therein, that no will 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 all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made by the Company with respect hereunder as to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein in the Form S-4 or (ii) the Proxy Statement that were not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECPark Parties.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallwill, at the date it is first mailed to shareholders of the Company Stockholders and or to stockholders of Parent Stockholders and or at the time of the Company Stockholders Shareholders Meeting and or the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and the Registration Statement as it pertains to the information supplied by or on behalf of the Company and the Company Shareholders Meeting will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares Buyer in connection with the issuance of Parent Buyer Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (bii) the Joint Company Proxy Statement shallwill, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and Company's stockholders or at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are were made, not misleading; provided. The Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act, however, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub Buyer specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf in the Company Proxy Statement. At the time of the Company and not obtained from or incorporated by reference filing of any disclosure document filed after the date hereof pursuant to the Company’s filings with Securities Act, the SECExchange Act or any state securities law (each a "Company Disclosure Document") other than the Company Proxy Statement, each such Company Disclosure Document (as supplemented or amended) will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallStatement/Prospectus will, at the date it is first mailed to stockholders of the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided, however, that that, in the case of clause (a) and (b), no representation or covenant is made by the Company with respect to the statements made therein based on information (i) supplied by Parent specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the Registration Statement and the first sentence of Section 5.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation or covenant is made by the Company with respect to the statements made therein based on information supplied by Parent, Merger Sub or LLC Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of Parent or HoldCo specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallF-4 will, at the time the Registration Statement Form F-4 is filed with the SEC, at any time it is amended or supplemented, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, (bii) the Joint Proxy Statement shallStatement/Prospectus will, at the date it (and any amendment or supplement thereto) is first mailed to the stockholders of the Company Stockholders and to the stockholders of Parent Stockholders and at the time of the Company Stockholders Stockholders’ Meeting and the Parent Stockholders Stockholders’ 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, in light of the circumstances under which they are made, not misleading, (iii) the Spanish Prospectus will, at the time it is filed with and approved by the CNMV, 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; providedor (iv) the Parent Board Reports will, howeverat the time they are first made available to the stockholders of Parent and at the time of the Parent Stockholders’ 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, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company Parent or HoldCo with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from specifically for inclusion or incorporated incorporation by reference in the Form F-4 or the Proxy Statement/Prospectus. The Form F-4 and the Proxy Statement/Prospectus will comply as to the Company’s filings form in all material respects with the SECrequirements of the Securities Act and the Exchange Act, respectively. The Parent Board Reports and the Spanish Prospectus will comply as to form in all material respects with the requirements of applicable Law, including the CNMV and the Spanish Stock Exchanges/SIBE rules and regulations.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent New PubCo pursuant to which shares of Parent New PubCo Class A Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC SEC, and which will include the Proxy Statement/Prospectus (including any amendments or supplements, the “Registration Statement”) ), shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallStatement/Prospectus will, at the date it is first mailed to stockholders of the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.8, the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub the Isla Parties specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the registration under the Securities Act of the shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable to be issued in the Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading or and (b) the Joint proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement shallStatement”) will, at the date it it, or any amendment or supplement to it, is first mailed to stockholders of the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Stockholders’ Meeting, 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 in which they are made, not misleading; provided, however, misleading (except that no representation or warranty is made by the Company with respect regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information (i) supplied by or on behalf of Parent or any of its Subsidiaries (including Merger Sub specifically Sub) for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf therein). The Proxy Statement will comply as to form in all material respects with the requirements of the Company Exchange Act and not obtained from or incorporated by reference to the Company’s filings with the SECrules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company Parent or its Representatives specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 Registration Statement or the Proxy Statement/Prospectus to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in connection with the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the S-4 Registration Statement becomes is declared effective under by 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, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at SEC and on the date it the Proxy Statement/Prospectus is first mailed to the holders of Company Stockholders and to Parent Stockholders and Common Stock or at the time of the Company Stockholders Meeting and the Parent Stockholders Shareholders 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, in light of the circumstances under which they are made, not misleading; provided. If at any time prior to the date of the Company Shareholders Meeting, howeverany event with respect to Parent, or with respect to information supplied by Parent specifically for inclusion in the S-4 Registration Statement or the Proxy Statement/Prospectus, shall occur which is required to be described in an amendment of, or supplement to, the S-4 Registration Statement or the Proxy Statement/Prospectus, such event shall be so described by Parent and provided to the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects, with the provisions of the Exchange Act, and each such document required to be filed with any Governmental Agency other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, Parent makes no representation is made or warranty with respect to the information supplied or to be supplied by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically any Representative thereof for inclusion or incorporation by reference therein in the S-4 Registration Statement or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECProxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by the Company Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the Transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase may be, 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; provided, however, that no representation is made by . None of the Company with respect information supplied or to statements made therein based on information (i) be supplied by Parent or Pubco, First Merger Sub specifically or Second Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or (ii) necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, none of Pubco, First Merger Sub or Second Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Company and not obtained from Target Companies or incorporated by reference to the Company’s filings with the SECany of their respective Affiliates.

Information Supplied. None of the information supplied or to be -------------------- supplied by the Company Xxxxxxx for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 F-4 to be filed with the SEC by Parent pursuant to which shares Shire in connection with the issuance of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock Ordinary Shares and Parent Series D Preferred Stock issuable Shire ADSs in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form F-4") shallwill, at the time the Registration Statement Form F-4 is filed with the SEC, at any time it is amended or -------- supplemented or 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, (ii) the UK Disclosure Documents will, on the date the UK Disclosure Documents are first mailed to the shareholders of Shire or at the time of the Shire shareholders 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, in the light of the circumstances under which they are made, not misleading or (biii) the Joint Proxy Statement shallwill, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and Xxxxxxx shareholders or at the time of the Company Stockholders Meeting and the Parent Stockholders Xxxxxxx Shareholders 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, in the light of the circumstances under which they are made, not misleading; provided. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, however, except that no representation is made by the Company Xxxxxxx with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECShire.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent or any amendment or supplement thereto pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Company Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallshall (i) when filed with the SEC or other regulatory agency, (ii) when it is declared effective by the SEC, and (iii) at the time the Registration Statement becomes effective under the Securities ActEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (b) misleading. None of the Joint information to be supplied by the Company for inclusion in the Proxy Statement shallshall (i) when filed with the SEC or other regulatory agency, at the date (ii) when it (or any amendment thereof or supplement thereto) is first mailed to the holders of the Parent Capital Stock or Company Stockholders and to Parent Stockholders and Stock, (iii) at the time times of each of the Company Stockholders Shareholders’ Meeting and the Parent Stockholders Shareholders’ Meeting, and (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided. If at any time prior to the Effective Time, howeverany material event with respect to the Company, that no representation is made or with respect to information supplied by the Company specifically for inclusion in the Proxy Statement or Registration Statement, shall occur which is required to be described in an amendment of, or supplement to, the Proxy Statement or Registration Statement, such event shall be so described by the Company and promptly provided to the Parent. 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 other information supplied by the Company for inclusion therein, will comply as to form, in all material respects, with the provisions of the Exchange Act, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any Legal Requirement as to the information required to be contained therein. Notwithstanding the foregoing the Company makes no representation or warranty with respect to statements made therein based on the information (i) supplied or to be supplied by the Parent or Merger Sub specifically its Affiliates for inclusion in the Proxy Statement or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECRegistration Statement.

Information Supplied. None of the information supplied contained in the Joint Proxy Statement or to be supplied that is provided by the Company Parent or any Subsidiary of Parent for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be or any other document filed with the SEC in connection with the Merger or the other transactions contemplated by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable this Agreement will (i) in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Statement”) shallForm S-4, at the time the Registration Statement Form S-4 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 in order to make the statements thereintherein not misleading, (ii) in light the case of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallStatement, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the mailing thereof or at the time the Company Stockholders Shareholder Meeting and the Parent Stockholders Meetingis held, 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; provided, howeveror (iii) with respect to any other document to be filed by Parent with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, that at the time of its filing 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, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement will (with respect to Parent, its officers and directors and the Subsidiaries of Parent) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.2(p), no representation or warranty is made by the Company Parent with respect to information or statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein in the Form S-4, the Joint Proxy Statement or (ii) any other document to be filed with the SEC in connection with the Merger or the other transactions contemplated by this Agreement that were not supplied by or on behalf of Parent or the Company and not obtained from or incorporated by reference to the Company’s filings with the SECSubsidiaries of Parent.

Information Supplied. None of the All information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Subsidiaries (a) soliciting approval from the registration statement on Form S-4 shareholders of the Company for either the issuance and sale of the Debentures or for any act of the Company to be filed taken in connection with the SEC by Parent pursuant transactions contemplated under this Amended Agreement will not, either at the date mailed (or otherwise disseminated) to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments such shareholders or supplements, the “Registration Statement”) shall, at the time of the Registration Statement becomes effective under meeting of shareholders of the Securities ActCompany to be held in connection with the transactions contemplated by this Amended 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, in light of the circumstances under which they are were made, not misleading or (b) disclosed in any report or document filed with the Joint Proxy Statement shallSEC as required under the Exchange Act or the Securities Act in connection with the transactions contemplated hereunder will not, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and either at the time such report or document (or any amendment thereto) is filed with the SEC or at the time it becomes effective under the Securities Act or supplied to the Purchaser or to shareholders of the Company Stockholders Meeting and or any of their respective representatives or advisers in connection with the Parent Stockholders Meetingtransactions contemplated by this Amended 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 thereintherein not misleading. All information disseminated by the Company or FOHP-NJ in connection with the transactions contemplated by this Amended Agreement will comply as to form in all material respects with all applicable laws, in light including all relevant provisions of the circumstances under which they are madeSecurities Act and the Exchange Act and the rules and regulations promulgated thereunder, not misleading; provided, however, except that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically the Purchaser for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “"Registration Statement”") shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to the Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s 's filings with the SEC.

Information Supplied. The Form S-4, the Proxy Statement and -------------------- a registration statement on Form 10, under the Exchange Act, relating to the equity securities of DevCo. (the "Form 10") to be filed with the SEC will not, at the time the Form S-4 becomes effective under the Securities Act, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting, and at the time the Form 10 becomes effective under the Securities Act, respectively, 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; provided, -------- however, that no representation is made by the Company with respect to ------- statements made therein based on information concerning, supplied or incorporated by reference by Parent or Merger Sub for inclusion in the Form S-4, the Proxy Statement and the Form 10. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement date it becomes effective under and at the Securities Acttime of the Company Stockholders Meeting, contain any an 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 thereintherein not misleading. Subject to the provisions set forth in the second preceding sentence, the Form S-4, the Proxy Statement and the Form 10 will comply as to form in light all material respects with the requirements of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting Exchange Act and the Parent Stockholders MeetingSecurities 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 as appropriate, and the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company rules and not obtained from or incorporated by reference to the Company’s filings with the SECregulations thereunder.

Information Supplied. None of the information supplied or to -------------------- be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in as required by the terms of this Agreement pursuant to the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”) shall"S-4"), at the time the Registration Statement S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, 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 thereintherein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the Joint proxy statement relating to the Company Stockholder Meeting to be held in connection with the Merger (the "Proxy Statement shallStatement") will, at the date it is first mailed to the Company Stockholders and to Parent Stockholders stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided. If at any time prior to the Effective Time any event in respect of the Company, howeverits officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, that no or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. No representation is made by the Company under this Section 3.7 with respect to any statements made therein or incorporated by reference in the S-4 or the Proxy Statement based on information (i) supplied by the Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to be supplied by the Company UEC or any of its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement S-4 is filed with the SEC or when it becomes effective under the Securities Act, 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 thereintherein not misleading, in light and none of the circumstances under which they are made, not misleading information supplied or (b) to be supplied by UEC or any of its Subsidiaries and included or incorporated by reference in the Joint Proxy Statement shallwill, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and stockholders of NDS or at the time of the Company Stockholders Meeting and meeting of such stockholders to be held in connection with the Parent Stockholders MeetingMerger, 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; provided. If at any time prior to the Effective Time any event with respect to UEC or any of its Subsidiaries, howeveror with respect to other information supplied by UEC or any of its Subsidiaries for inclusion in the Proxy Statement or S-4, shall occur that is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to UEC or Subsidiaries of UEC or other information supplied by UEC or any of its Subsidiaries for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation is representations or warranties are made by the Company UEC with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent NDS or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf any of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECNDS's Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in as required by the terms of this Agreement pursuant to the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”) shall"S-4"), at the time the Registration Statement S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, 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 thereintherein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the Joint Proxy Statement shallproxy statement relating to the Company Stockholder Meeting to be held in connection with the Merger (the "PROXY STATEMENT") will, at the date it is first mailed to the Company Stockholders and to Parent Stockholders stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided. If at any time prior to the Effective Time any event in respect of the Company, howeverits officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, that no or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. No representation is made by the Company under this Section 3.7 with respect to any statements made therein or incorporated by reference in the S-4 or the Proxy Statement based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the information supplied or to be supplied by Exchange Act and any other applicable Law; and the Company for inclusion or incorporation by reference in (a) Offer Documents will not, at the registration statement on Form S-4 to be respective times they are filed with the SEC by Parent pursuant to which shares of Parent Common Stockor published, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments sent or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed given to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders MeetingCompany's stockholders, 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; provided. Notwithstanding the foregoing, however, that no representation or warranty is hereby made by Parent or Sub with respect to any information supplied by the Company in writing for inclusion in, or with respect to statements made therein based on the Company information (i) derived from the Company's public SEC filings which is included or incorporated by reference in, the Offer Documents. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein in, or (ii) not supplied by or on behalf of the Company and not obtained from or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company’s filings 's stockholders, 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 are made, not misleading. If any time prior to the Effective Time any event with respect to Parent or Sub, or with respect to any information supplied by Parent or Sub for inclusion in the SECSchedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Sub shall so describe the event to the Company.

Information Supplied. None of The information relating to Parent, its Subsidiaries, US Holdco and the information supplied or Merger Subs to be supplied by contained in the Company for inclusion or incorporation by reference in (a) Joint Proxy Statement/Prospectus and the registration statement on Form S-4 will not, on the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to be filed with the SEC by Parent pursuant to which shares shareholders of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes Form S-4 (and any amendment or supplement thereto) is declared effective under or at the Securities Acttime of the Parent Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not misleading false or (b) the misleading. The Joint Proxy Statement shallStatement/Prospectus (other than the portions thereof relating solely to the meeting of the shareholders of the Company) and the Form S-4 will comply in all material respects as to form with the requirements of both the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. If an Irish Prospectus is required under Irish Prospectus Law, at the information relating to the Parent, its Subsidiaries, US Holdco and the Merger Subs to be contained in the Irish Prospectus will not, on the date it the Irish Prospectus (and any amendment or supplement thereto) is first mailed made available to the Company Stockholders and to Parent Stockholders and at public in accordance with the time of the Company Stockholders Meeting and the Parent Stockholders MeetingIrish Prospectus Regulations, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading; provided. Notwithstanding the foregoing provisions of this Section 4.12, however, that no representation or warranty is made by the Company Parent with respect to information or statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein in the Joint Proxy Statement/Prospectus, the Form S-4 or (iiif applicable) the Irish Prospectus which were not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECParent.

Information Supplied. None of the information supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (a) the registration statement any Current Report on Form S-4 8-K or any other report, form, registration, or other filing made with any Governmental Authority with respect to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading transactions contemplated hereby or (b) the Joint Proxy Statement shallwill, at the date it is first mailed to the Company Stockholders Parent’s stockholders and to Parent Stockholders and warrantholders or at the time of the Company Stockholders Stockholder Meeting and the Parent Stockholders or Warrantholder Meeting, respectively, 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; provided. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, however, except that no representation is made by the Company Parent with respect to statements made or incorporated by reference therein based solely on information (i) supplied by the Company in writing for inclusion or incorporation by reference in the Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion in the Proxy Statement shall, at the time such document is filed, at the time amended or incorporation supplemented, or at the time the Proxy Statement is declared effective by reference the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or (ii) necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Company and not obtained from or incorporated by reference to which is contained in the Company’s filings with the SECProxy Statement.

Information Supplied. (i) None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of the Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with will, at the SEC time the Form S-4 (including any amendments or supplements, the “Registration Statement”supplements thereto) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bB) the Joint Proxy Statement shallProspectus included in the Form S-4 will, at on the date it is first mailed to shareholders of the Company Stockholders and to Parent Stockholders and or at the time of the Company Stockholders Shareholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they were made, not misleading and (C) the Proxy Statement related to the Company Shareholders Meeting will, on the date it is first mailed to shareholders of the Company or at the time of the Company Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact required to be 39 33 stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by the Company misleading or necessary to correct any statement in any earlier communication with respect to statements made therein based on information (i) supplied by Parent the solicitation of proxies for the Company Shareholders Meeting which has become false or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf misleading. The Form S-4 and the Prospectus will comply as to form in all material respects with the requirements of the Company Exchange Act and not obtained from or incorporated by reference to the Company’s filings with Securities Act and the SECrules and regulations of the SEC thereunder.

Information Supplied. None of the The information supplied or to be supplied in writing by the Company Redfish for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Dorado Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the “Registration Statement”) shallwill not, at the time the Registration Statement becomes is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied in writing by Redfish for inclusion in the Securities Actproxy statement/prospectus to be sent to the Redfish Stockholders relating to the Redfish Stockholders Meeting and the proxy statement to be sent to the Dorado Stockholders relating to the Dorado Stockholders Meeting (such proxy statements together, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) will not, at the time the Joint Proxy Statement is first published, sent or given to Redfish Stockholders and Dorado Stockholders, 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 (b) the Joint Proxy Statement shalland will not, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Redfish Stockholders Meeting and or at the Parent time of the Dorado Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein or necessary correct any statement in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by the Company any earlier communication with respect to statements made therein based on information (i) supplied by Parent the solicitation of proxies for the Redfish Stockholders Meeting or Merger Sub specifically for inclusion the Dorado Stockholders Meeting that shall have become false or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECmisleading in any material respect.

Information Supplied. The representations or warranties of MICT in this ‎Article V are true, complete and correct as of the date hereof and as of the Closing Date. None of the information supplied or to be supplied by MICT, including without limitation the Company MICT Financials, expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to BNN or ParagonEx shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase may be, 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; provided, however, that no representation is made by . None of the Company with respect information supplied or to statements made therein based on information (i) be supplied by Parent or Merger Sub specifically MICT expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or (ii) necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, MICT makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Company BNN and not obtained from BI China or incorporated by reference their respective Affiliates. No representations and warranties in this Section 5.23 are being given as to the Company’s filings Subsidiaries or business assets to be spun-off in connection with the SECSpin-Off.

Information Supplied. None of the information supplied or to be supplied by the Company Easterly for inclusion or incorporation by reference in (a) the registration statement on Form F-4 or Form S-4 (as elected by Sirius) to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable Sirius in connection with the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement is filed with the SEC, or at any time it is amended or supplemented or 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 in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallwill, at the date it or any amendment or supplement thereto is first filed with the SEC or mailed to holders of the Company Stockholders and to Parent Stockholders and shares of Easterly Common Stock or at the time of the Company Easterly Stockholders Meeting and the Parent Stockholders Meeting, 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 in which they are made, not misleading; providedmisleading or (c) the Warrant Offer Documents will, howeverat the date they or any amendments or supplements thereto are filed with the SEC or mailed to holders of the Easterly Warrants or at the time of the closing of the Warrant Tender Offer contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except, in each case, that no representation or warranty is made by the Company with respect Easterly to such portions thereof that relate expressly to Sirius, Merger Sub or any of their Subsidiaries or to statements made or incorporated by reference therein based on information (i) supplied by Parent or on behalf of Sirius or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein).

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in any document submitted to the Applicable Court or the Company’s shareholders or (aif applicable) creditors in connection with obtaining the registration statement on Form S-4 to be filed with Court Approval, including the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable Information Statement (as defined in the Merger will be registered with the SEC Section 5.2(a)) (including any amendments or supplements, the a “Registration StatementCompany Disclosure Document”) shall), at the time filed (as amended or supplemented), at the Registration Statement becomes effective under time provided to such shareholders or creditors or at the Securities Act, time of the general meeting of the shareholders of the Company in connection with the Transactions (the “Company General Meeting”) or (if applicable) any meeting of the creditors of the Company in connection with the Transactions 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 misleading. To the extent applicable, none of the information supplied by the Company for inclusion or (b) the Joint Proxy Statement shallincorporation by reference in any Registration Statement, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and time filed (as amended or supplemented), at the effective time of the Company Stockholders Meeting and Registration Statement or at the Parent Stockholders Meeting, 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; provided. The Company Disclosure Documents will comply as to form in all material respects with any applicable requirements of the Companies Law. Notwithstanding the foregoing, however, that the Company makes no representation is made by the Company or warranty with respect to statements made therein based on any information (i) supplied by the Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from which is contained or incorporated by reference to in the Company’s filings with the SECCompany Disclosure Documents or any Registration Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance by Parent of shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S- 4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time that it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Joint Proxy Statement shallwill, at the date time it is first filed with the SEC, at any time that it is amended or supplemented, at the time it is mailed to the stockholders of Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting referred to in Section 6.2(a) and the Parent Stockholders MeetingMeeting referred to in Section 6.2(b), 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; provided. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, however, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Merger Sub Purchaser specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECin such documents.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in as required by the terms of this Agreement (the "SHARE ISSUANCE") pursuant to the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”) shall"S-4"), at the time the Registration Statement S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, 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 in which they are were made, not misleading or misleading, and (bii) the Joint Proxy Statement shallproxy statement relating to the Company Stockholder Meeting (as hereinafter defined) and the Parent Stockholder Meeting (as hereinafter defined) if required to be held in connection with the Merger and the Share Issuance (the "PROXY STATEMENT") will, at the date it is first mailed to the Company Stockholders and to Parent Stockholders stockholders and at the time times of the Company Stockholders Meeting and meetings of stockholders to be held in connection with the Parent Stockholders MeetingMerger or the Share Issuance, 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; provided, however, that no representation is made by . If at any time prior to the Company Effective Time any event with respect to statements made therein based on information the Company, its officers and directors or any of its subsidiaries should occur which is required in the view of counsel to the Company to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (iwhich Parent shall have a reasonable opportunity to review) supplied shall be promptly filed with the SEC and, as required by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf Law, disseminated to the stockholders of the Company and not obtained from or incorporated by reference Company. The Proxy Statement, insofar as it relates to the Company’s filings Company Stockholder Meeting, will comply as to form in all material respects with the SECprovisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by Pubco or the Company Cayman Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) or stock exchange (including the NYSE) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to the holders of Purchaser Securities or Pubco’s stockholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingcase may be, 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; provided, however, that no representation is made by . None of the Company with respect information supplied or to statements made therein based on information (i) be supplied by Parent Pubco or the Cayman Merger Sub specifically expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or (ii) necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Pubco nor the Cayman Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Company and not obtained from Target Companies, the Shareholders or incorporated by reference to the Company’s filings with the SECany of their respective Affiliates.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of OUTD for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement becomes effective under the Securities ActAct (or, contain with respect to any untrue statement of a material fact post-effective amendment 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 (b) the Joint Proxy Statement shallsupplement, at the date it is first mailed to time such post-effective amendment or supplement becomes effective under the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, 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, in light of the circumstances under which they are made, not misleading; providedand (ii) the Proxy Statement/Prospectus will, howeverat the date the Proxy Statement/Prospectus is first mailed to OUTD’s stockholders and at the time of the OUTD Stockholder Approval, that 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 not misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the applicable published rules and regulations thereunder at the date the Proxy Statement/Prospectus is first mailed to OUTD’s stockholders and at the time of the OUTD Stockholder Approval. Notwithstanding the foregoing provisions of this Section 3.4(c), no representation or warranty is made by the Company OUTD with respect to information or statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein or (ii) in the Proxy Statement/Prospectus and the Registration Statement that was not supplied by or on behalf of the Company and not obtained from OUTD specifically for inclusion or incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplementssupplements thereto, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 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 in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Joint proxy statement relating to the Company Stockholders’ Meeting (as amended or supplemented from time to time and including all letters to stockholders, notices of meeting and forms of proxies to be distributed to stockholders in connection with the Merger, and any schedules required to be filed with the SEC in connection therewith, the “Proxy Statement shallStatement”), will, at the date it the Proxy Statement is first mailed to the Company Stockholders and to Parent Stockholders and Company’s stockholders or at the time of the Company Stockholders Meeting and the Parent Stockholders Stockholders’ 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, in the light of the circumstances under which they are made, not misleading; provided. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.12, however, that no representation or warranty is made by the Company with respect to information or statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein in the Form S-4 or (ii) the Proxy Statement that were not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including such Form S-4, and any amendments or supplementssupplements thereto, the “Registration Statement”"S-4") shallwill, at the time the Registration Statement S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Joint Proxy Statement shalljoint proxy statement/prospectus relating to the matters to be submitted to the Company's stockholders at the Company Stockholders Meeting and the matters to be submitted to Parent's stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") will, at the date it is first mailed to stockholders of the Company Stockholders and to Parent Stockholders and at the time times of the Company Stockholders Meeting and the Parent Stockholders 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, made not misleading; provided. The Joint Proxy Statement/Prospectus, however, that no representation is made by insofar as it relates to the Company Stockholders Meeting, will comply, as of its mailing date, as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made therein based on any information (i) supplied or required to be supplied by Parent or Merger Sub specifically for inclusion Acquisition which is contained in or incorporation by reference therein or (ii) not supplied by or on behalf omitted from any of the Company and not obtained from foregoing documents or which is incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to be supplied provided by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 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 in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the Joint proxy statement relating to the Company Stockholders’ Meeting (such proxy statement as amended or supplemented from time to time, the “Proxy Statement shallStatement”) will, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and Company’s stockholders or at the time of the Company Stockholders Meeting and the Parent Stockholders Stockholders’ 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, in light of the circumstances under which they are were made, not misleading; provided. The Proxy Statement (other than the portion thereof based on information supplied by Parent for inclusion therein, however, that with respect to which no representation is made by the Company or any of its Subsidiaries) and the Form S-4 (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by the Company with respect to information or statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein in the Form S-4, or (ii) the Proxy Statement which were not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the information supplied contained in the Joint Proxy Statement or to be supplied that is provided by the Company or any Subsidiary of the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be or any other document filed with the SEC in connection with the Merger or the other transactions contemplated by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable this Agreement will (i) in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Statement”) shallForm S-4, at the time the Registration Statement Form S-4 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 in order to make the statements thereintherein not misleading, (ii) in light the case of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shallStatement, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the mailing thereof or at the time the Company Stockholders Shareholder Meeting and the Parent Stockholders Meetingis held, 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; provided, howeveror (iii) with respect to any other document to be filed by the Company with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, that at the time of its filing 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, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement will (with respect to the Company, its officers and directors and the Subsidiaries of the Company) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.1(q), no representation or warranty is made by the Company with respect to information or statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein in the Form S-4, the Joint Proxy Statement or (ii) any other document to be filed by the Company with the SEC in connection with the Merger or the other transactions contemplated by this Agreement that were not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Subsidiaries of the Company’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C D Preferred Stock and Parent Series D E Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “"Registration Statement”") shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s 's filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed by Acquiror with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Acquiror Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"S-4") shallwill, at the time the Registration Statement S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the Joint Company Proxy Statement shall(as hereinafter defined) will, at the date it is first mailed of mailing to the Company Stockholders and to Parent Stockholders shareholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingshareholders' 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. All documents that the Company is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Acquisition Subsidiary which is contained in any of the foregoing documents. Without limiting any of the representations and warranties contained herein, no representation or warranty to the Acquiror by the Company and no information contained in the Company Disclosure Schedule or any document incorporated therein by reference contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under in which they such statements are or will be made, not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the registration statement on Registration Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4, or any amendments or supplements thereto, are filed with the SEC or 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 in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or misleading, (b) the Joint Proxy Statement shallwill, at on the date it is first mailed to stockholders of the Company Stockholders and to Parent Stockholders Company, and at the time of the Company Stockholders Meeting and the Parent Stockholders 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, in light of the circumstances under which they are made, not misleading and (c) any registration statement to be filed with the SEC by Parent in connection with the terms of the Note Exchange Agreement will, at the time such registration statement, or any amendments or supplements thereto, are filed with the SEC or 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 in order to make the statements made therein, in light of the circumstances under which they are made, not misleading; provided. The Registration Form S-4 and any registration statement to be filed with the SEC by Parent in connection with the terms of the Note Exchange Agreement will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, however, that Parent and Merger Sub makes no representation is made by the Company or warranty with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from for inclusion or incorporated incorporation by reference to in any of the Company’s filings with the SECforegoing documents.

Information Supplied. None The Company and Keystone each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in (ai) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent pursuant to which Keystone in connection with the issuance of shares of Parent Keystone Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “proxy statement and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement”") shallwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Shareholders Meeting, in any such case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading or (b) the Joint Proxy Statement shall, misleading. If at the date it is first mailed any time prior to the Effective Time any information relating to Keystone or the Company, or any of their respective affiliates, officers or directors, should be discovered by Keystone or the Company Stockholders and which should be set forth in an amendment or supplement to Parent Stockholders and at the time any of the Company Stockholders Meeting and S-4 Registration Statement or the Parent Stockholders MeetingProspectus/Proxy Statement, contain so that any untrue statement of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading; provided, howeverthe party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, that no representation is made to the extent required by law, disseminated to the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf shareholders of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECKeystone.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including such Form S-4, and any amendments or supplementssupplements thereto, the “Registration StatementS-4”) shallwill, at the time the Registration Statement S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the joint proxy statement/prospectus relating to the matters to be submitted to the Company’s stockholders at the Company Stockholders Meeting and the matters to be submitted to Parent’s stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement shallStatement/Prospectus”) will, at the date it is first mailed to stockholders of the Company Stockholders and to Parent Stockholders and at the time times of the Company Stockholders Meeting and the Parent Stockholders 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, made not misleading; provided. The Joint Proxy Statement/Prospectus, however, that no representation is made by insofar as it relates to the Company Stockholders Meeting, will comply, as of its mailing date, as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made therein based on any information (i) supplied or required to be supplied by Parent or Merger Sub specifically for inclusion Acquisition which is contained in or incorporation by reference therein or (ii) not supplied by or on behalf omitted from any of the Company and not obtained from foregoing documents or which is incorporated by reference to the Company’s filings with the SECtherein.

Information Supplied. None of the information supplied or to be supplied by the Company W. X. Xxxxx or Merger Sub in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 S-4, the Proxy Statement/Prospectus or in any materials to be filed delivered by W. X. Xxxxx or Merger Sub to potential financing sources in connection with the SEC transactions contemplated by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable this Agreement will (i) in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Statement”) shallForm S-4, at the time the Registration Statement 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meetingeffective, 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, (ii) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the CPA18 Stockholder Meeting is to be held, 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 not misleading, or (iii) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, at the date such information is delivered, 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 not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to W. X. Xxxxx, Mxxxxx Sub, their respective officers and directors, and the W. X. Xxxxx Subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, however, provided that no representation is made by the Company with respect as to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference by CPA18. As of the date of this Agreement, W. X Xxxxx, in the exercise of its duties as advisor to CPA18 pursuant to the Company’s filings with CPA18 Advisory Agreement, does not have Knowledge of the SECexistence of any fact, event or circumstance that constitutes a CPA18 Material Adverse Effect.

Information Supplied. None of the The information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement and the Registration Statement will not, (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact 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 were made, not misleading false or misleading, and (b) in the case of the Joint Proxy Statement, as of the date the Joint Proxy Statement shall, at the date it is first mailed to the stockholders of the Company Stockholders and to Parent Stockholders the stockholders of Parent, and at the time of the Company Stockholders Special Meeting and the Parent Stockholders Special Meeting, contain any untrue statement of a material fact 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 were made, not false or misleading; provided, howeveror necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Special Meeting or the Parent Special Meeting that has become false or misleading. Notwithstanding the foregoing sentence, that the Company makes no representation is made or warranty with respect to any information supplied by Parent, Merger Subs or any of their Representatives for inclusion in any of the foregoing documents. The information supplied by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf in the Joint Proxy Statement and the Registration Statement will comply as to form and substance in all material respects with the applicable requirements of the Company Securities Act, the Exchange Act and not obtained from or incorporated by reference to the Company’s filings with the SECrules and regulations thereunder.

Information Supplied. None of The information relating to the information Company and the Company Subsidiaries to the extent supplied by or on behalf the Company and the Company Subsidiaries to be supplied by the Company for inclusion contained in, or incorporation incorporated by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered connection with the SEC Parent Share Issuance (including any amendments or supplements, the “Registration Statement”) shallwill not, at the time the Registration Statement becomes is declared effective under by the Securities ActSEC, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading or and (b) the Joint Registration Statement and the definitive proxy statement/prospectus to be sent to the Company Stockholders in connection with the First Merger and the Transactions (including any amendments or supplements, the “Proxy Statement shallStatement/Prospectus”) will not, at the date it the Proxy Statement/Prospectus is first mailed to the Company Stockholders and to Parent Stockholders and or at the time of the Company Stockholders Meeting and the Parent Stockholders 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, at the time and in light of the circumstances under which they are were made, not false or misleading; provided. The Proxy Statement/Prospectus will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.21, however, that no representation or warranty is made by the Company with respect to information or statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference therein in the Registration Statement or (ii) the Proxy Statement/Prospectus, which information or statements were not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by Parent, REIT Merger Sub, Partnership Merger Sub and the Company Parent Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or any other document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light case of the circumstances under which they are madeProxy Statement, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to Parent Stockholders and at the time of the mailing thereof or at the time the Company Stockholders Stockholder Meeting and the Parent Stockholders Meetingis to be held, 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; provided, howeveror (b) with respect to any other document to be filed by Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, that no at the time of its filing 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, in light of the circumstances under which they are made, not misleading. No representation is made by the Company Parent, REIT Merger Sub or Partnership Merger Sub with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent the Company, Company LP or Merger Sub specifically any Company Subsidiary in connection with the preparation of the Proxy Statement or any other document to be filed by Company, Company LP or any Company Subsidiary with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SECtherein.