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 the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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.

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, Offer Documents, the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, 14D-9 or the proxy statement or information statement ("Proxy Information Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and time such document is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of the meeting of stockholders of it is first published, sent or given to the Company to be held, if necessary, in connection with the MergerStockholders, contain any untrue statement of 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by , or (ii) the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Proxy Statement will, at the respective times that date it is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting or at the date of any Disclosure Statement and the Schedule 14D-9 or any amendments amendment thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharessupplement thereto, contain any untrue statement of 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 were are made, not misleading. The Schedule 14D-9, the Information Statement and the Company Proxy Statement, at the date such Company Proxy Statement is first mailed to stockholders and at the time of the Company Stockholders Meeting, 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, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Schedule 14D-9, the Information Statement or the Company Proxy Statement.

Information Supplied. None of the information supplied in writing or -------------------- to be supplied in writing by the Company Parent, on its own or on behalf of Merger Sub, or any of their Representatives specifically for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, 14D-9 and any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders documents to be held filed with the SEC by the Company in connection with the Merger transactions contemplated hereby (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Merger, amendment thereof or supplement thereto) contain any untrue statement of 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 Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 at the respective times the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or at the time they are first published, sent or given to the Company Stockholders, as the case may be. The Offer Documents and the Form S-4 will, when filed with the SEC or at any time such document is amended or supplemented or on the date first disseminated to the Company Stockholders, comply as to form in all material respects with the provisions of the Exchange Act, the Securities Act and all other applicable Laws. The Offer Documents and the Form S-4 (and any amendment thereof or supplement thereto), when filed with the SEC or at any time such document is amended or supplemented or on the date first disseminated to the Company Stockholders, as applicable, shall not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or omissions included or incorporated by reference in the Offer Documents, the Form S-4 or the Schedule 14D-9 based upon information specifically supplied to Parent or any of its Representatives by or on behalf of the Company or any of its Representatives for inclusion or incorporation by reference therein.

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 (i) the Offer Documents, the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, 14D-9 or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Information Statement will, at the date each and time such document is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it is first published, sent or given to the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerCompany’s shareholders, contain any untrue statement of 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , or (ii) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Proxy Statement will, at the respective times that date it is first mailed to the shareholders of the Company and at the time of the Shareholders Meeting or at the date of any Disclosure Statement and the Schedule 14D-9 or any amendments amendment thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharessupplement thereto, contain any untrue statement of 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 were are made, not misleading. The Offer Documents, will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Offer Documents and the Proxy Statement.

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 the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Documents will, at the date each and respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto, are filed with the SEC or at the time they are first published, sent or given to stockholders of the Disclosure Statements Company, or on the Offer 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. Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.4, the Proxy Statement will not, on the date it is first mailed to stockholders of the Company (or any amendments or supplements thereto) and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders 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 Disclosure Statements Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with all provisions of the applicable law. None requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by the Company in writing or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingProxy Statement.

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 Offer Documents, Schedule 14D-9, 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 other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Company in writing Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were 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 Target Companies or any of their respective Affiliates.

Information Supplied. None of the information supplied or -------------------- (a) The Offer Documents and any other documents to be supplied filed by Buyer or Sub with the Company for inclusion SEC in connection with the Offer or incorporation by reference in the Merger and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Offer Documents, Schedule 14D-9on the date they were filed with the SEC and first published, any other tender offer materials, Schedule 14A sent or 14C, or the proxy statement or information statement ("Proxy Statement") relating given to any meeting shareholders of the Company's stockholders to be held in connection with , as the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of . (b) Neither the information supplied by the Company or to be supplied in writing by or on behalf of Buyer or Sub for inclusion in inclusion, nor the Disclosure Statements information incorporated by reference from documents filed by Buyer or provided by any of its Subsidiaries with the Company SEC, in the Schedule 14D-9 will14D-9, at any Proxy Statement or any other documents to be filed by Buyer, Sub or the respective times that any Disclosure Statement Company with the SEC in connection with the Offer or the Merger and the other transactions contemplated hereby will on the date of its filing or, with respect to the Schedule 14D-9 or any amendments thereof or supplements thereto are 14D-9, on the date it was filed with the SEC and are first published or published, sent or given to holders shareholders of Sharesthe Company, or, in the case of the Proxy Statement, at the date it is mailed to shareholders of the Company and at the time of the meeting of shareholders of the Company held to vote upon the approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading.

Information Supplied. None of the information supplied or -------------------- (a) Each document required to be supplied filed by the Company with the SEC or required to be distributed or otherwise disseminated to the holders of Company Common Stock by the Company in connection with the Transactions (the “Company Disclosure Documents”), including the Schedule 14D-9, the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act, provided that the Company makes no representation or warranty hereunder with respect to information supplied specifically by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Offer Company Disclosure Documents. (b) The (i) Company Proxy Statement (and any amendments thereof or supplements thereto), on the date it is first mailed to holders of Company Common Stock, at the time of the Company Stockholders Meeting and as of the time of any amendments thereof or supplements thereto, and (ii) the Company’s Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or at the proxy statement or information statement ("Proxy Statement") relating to any meeting time of the Company's stockholders to be held in connection filing with the Merger (all SEC of the foregoing documents, collectively, the "such Company Disclosure Statements") will, at the date each and Document or any of the Disclosure Statements is mailed to stockholders of the Company supplement or amendment thereto and at the time of the meeting of stockholders of the Company to be heldany distribution or dissemination thereof, if necessary, in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as , provided that the Company makes no representation or warranty hereunder with respect to form in all material respects with all provisions of applicable law. None of the information supplied specifically by the Company in writing or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Company’s Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleading14D-9.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or (A) the proxy statement or information statement ("Proxy Statement") relating related to any the meeting of the Company's stockholders shareholders to be held in connection with the Merger and the transactions contemplated by this Agreement (all the "Proxy Statement") or (B) the Schedule 13E-3 will, (1) at the respective times such documents are filed, and, with respect to the Proxy Statement when first published, sent or given to the shareholders of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerCompany, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form misleading or (2) in all material respects with all provisions of applicable law. None the case of the information supplied by the Company in writing for inclusion in the Disclosure Statements Proxy Statement or provided by the Company in the Schedule 14D-9 willany amendment thereof or supplement thereto, at the respective times that any Disclosure Statement time of the Company Shareholders Meeting and at the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of SharesEffective Time, 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 made therein, in light of the circumstances under which they were are made, not misleading or necessary to correct any statement in any earlier communication with respect to any solicitation of proxies for the Company Shareholders Meeting which shall have become false or misleading. The Proxy Statement when filed will comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 2.1(e), no representation or warranty is made by the Company with respect to (A) statements made or incorporated by reference in the Proxy Statement and the Schedule 13E-3 based on information supplied by Holdings or Merger Sub for inclusion or incorporation by reference therein or (B) any forward-looking information which may have been supplied by the Company and incorporated into the Proxy Statement or the Schedule 13E-3.

Information Supplied. None of the information supplied or -------------------- documents required to be supplied filed by the Company for inclusion or incorporation by reference in with the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or SEC after the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held date hereof in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Contemplated Transactions will, at on the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergersuch 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. The Disclosure Statements will comply as to form In furtherance and not in all material respects with all provisions limitation of applicable law. None the foregoing, none of the information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willOffer Documents, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof the Proxy Statement shall, at the time the Offer Documents, the Schedule 14D-9 or supplements thereto are the Proxy Statement, as applicable, is filed with the SEC and are SEC, at any time it is amended or supplemented, or at the time it is first published distributed or sent or given otherwise disseminated to holders the stockholders of Sharesthe Company, contain any untrue statement of 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 were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company or its Subsidiaries with respect to statements made or incorporated by reference in the Offer Documents, the Schedule 14D-9 or the Proxy Statement based on information supplied by or on behalf of Parent in writing for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied -------------------- or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, Schedule 14D-9at the time it becomes effective under the Securities Act, contain any other tender offer materials, Schedule 14A untrue statement of a material fact or 14C, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement or information statement ("Proxy Statement") relating to any the meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure StatementsProxy Statement") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, held 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, therein in light of the circumstances under which they are made, made not misleading. The Disclosure Statements Proxy Statement insofar as it relates to the meeting of the Company's stockholders to vote on the Merger will comply as to form in all material respects with all the provisions of applicable lawthe Exchange Act and the rules and regulations thereunder. None of Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein supplied by Parent or necessary Acquisition which is contained in order to make the statements therein, in light or omitted from any of the circumstances under which they were made, not misleadingforegoing documents.

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 the Offer Documents, Schedule 14D-9, Proxy Statement or any other tender offer materials, Schedule 14A documents filed or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held filed with the SEC in connection with the Merger (all Transactions, will, as of the foregoing documents, collectively, the "Disclosure Statements"time such documents (or any amendment thereof or supplement thereto) will, at the date each and any of the Disclosure Statements is are mailed to Seller’s stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSeller 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. The Disclosure Statements All documents that Buyer is responsible for filing with the SEC in connection with the Transactions will comply as to form in all material respects with all provisions of the applicable law. None requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, will not contain any untrue statement of a material fact 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 misleading. None of the written information supplied or necessary to be supplied by Seller or any of its Subsidiaries or Representatives expressly for inclusion or incorporation by reference in any document to be filed by Buyer with the SEC in connection with the Transactions, will, as of the 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 misleading.

Information Supplied. None of the information supplied or -------------------- documents required to be supplied filed by the Company for inclusion with the SEC or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A required to be distributed or 14C, or the proxy statement or information statement ("Proxy Statement") relating otherwise disseminated to any meeting of the Company's ’s stockholders to be held after the date hereof in connection with the transactions contemplated by this Agreement, including the Schedule 14D-9 (including the Schedule 14D-9 Amendment) and the Merger Information Statement (all of the foregoing documents, if required) and any amendments or supplements thereto (collectively, the "“Company Disclosure Statements") willDocuments”), at the date each and any of it is filed with the Disclosure Statements SEC, at the date it is mailed distributed or otherwise disseminated to Company stockholders of the Company and at the time of the meeting of stockholders consummation of the Offer (in the case of any Company Disclosure Document other than the Merger Information Statement) or at the date it is first mailed to be heldholders of Company Common Stock (in the case of the Merger Information Statement and any amendment or supplement thereto, if necessaryapplicable) (other than as to information supplied in writing by Parent or Merger Sub, in connection expressly for inclusion therein, including with respect to the MergerKing Nominee Information Statement, as to which no representation is made) 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. The Company will cause each of the Company Disclosure Statements will Documents to comply as to form in all material respects with all provisions of applicable law. None the requirements of the information supplied by Exchange Act applicable thereto and any other applicable Law as of the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willdate of such filing and, if applicable, at the respective times that any Disclosure Statement and time of distribution or other dissemination to the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingCompany’s stockholders.

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 Offer DocumentsForm S-4 will, Schedule 14D-9at the time such document is filed with the SEC, at any other tender offer materialstime such document is amended or supplemented or at the time such document is declared effective by the SEC, Schedule 14A contain any untrue statement of a material fact or 14Comit 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 proxy statement or information statement ("Joint Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Statement will, at the date each and any of the Disclosure Statements that it is first mailed to the Company’s stockholders of the Company and or Parent’s stockholders, at the time of the meeting of stockholders of Company Stockholder Meeting and Parent Stockholder Meeting, at the Company to be held, if necessary, in connection with time the MergerForm 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 Disclosure Statements 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 all provisions of applicable law. None the requirements of the information supplied Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company in writing this Section 3.06 with respect to statements made or incorporated by reference therein based on information supplied by Parent or Parent OP or any of their respective Representatives for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in 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 Pubco, Merger Sub 1, and Merger Sub 2 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 Offer Documents, Schedule 14D-9, 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 other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Company in writing Pubco, Merger Sub 1, or Merger Sub 2 expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, neither Pubco nor Merger Sub 1 nor Merger Sub 2 makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Company, or any of their respective Affiliates.

Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14Cproxy statement, or the proxy statement any amendment or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders supplement thereto, to be held sent to the Company stockholders in connection with the Merger and the other transactions contemplated by this Agreement (all of the foregoing documents, collectively, the "Disclosure Statements"“Proxy Statement”) willshall not, at the date each time filed with the SEC and any as of the Disclosure Statements date such Proxy Statement or any amendment or supplement thereto is mailed to the stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of SharesStockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or omit to state any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become misleading. The representations and warranties contained in this Section 4.10 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement based upon information supplied by Parent, Merger Subsidiary or any of their respective Representatives specifically for use or incorporation by reference therein. If at any time prior to the Company Stockholder Meeting any fact or event relating to the Company or any of its Affiliates which should be set forth in an amendment or supplement to the Proxy Statement should be discovered by the Company or should occur, the Company shall, promptly after becoming aware thereof, inform Parent of such fact or event.

Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company or any other Company Party for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Parent in connection with the Merger Parent Stock Issuance (all of the foregoing documents, collectively, the "Disclosure Statements"“Form S-4”) will, at the date each time the Form S-4 is filed with the SEC, and at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it (or any post-effective amendment or supplement) becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by or on behalf of the Company in writing or any other Company Party for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Proxy Statement/Information Statement/Prospectus will, at the respective times that date it is first mailed to the Company Stockholders or Parent Stockholders, or at the time of the Company Stockholders Meeting, or at the time of any Disclosure Statement and the Schedule 14D-9 amendment or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharessupplement 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 were made, not misleading. The Proxy Statement/Information Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of the Company or the other Company Parties.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (a) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger and pursuant to Section 3.2 will be registered with the SEC (including any amendments or supplements, Schedule 14D-9the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any other tender offer materialsuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, Schedule 14A in light of the circumstances under which they are made, not misleading or 14C(b) the consent solicitation statement/information statement/prospectus in preliminary and definitive form (including any amendments or supplements, or the proxy statement or information statement ("Proxy “Consent Solicitation Statement"/Information Statement/Prospectus”) relating to any meeting the Parent Stockholder Written Consent and which shall include a form of written consent that may be executed by the stockholders of the Company's stockholders to be held Company in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Company Stockholder Approval will, at the date each and any of the Disclosure Statements it is first mailed to stockholders of the Company and at the time of the meeting of to stockholders of the Company to be held, if necessary, in connection with the MergerParent, contain any untrue statement of 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 Disclosure Statements will comply as ; provided, however, that no representation is made by the Company with respect to form in all material respects with all provisions of applicable law. None of the statements made therein based on information supplied by the Company in writing Parent or Merger Sub specifically for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or -------------------- (a) Each document required to be supplied filed by the Company for inclusion with the SEC or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A required to be distributed or 14C, or the proxy statement or information statement ("Proxy Statement") relating otherwise disseminated to any meeting of the Company's ’s stockholders to be held in connection with the Merger transactions contemplated by this Agreement, including the Schedule 14D-9 (all of the foregoing documents, collectively“Company Disclosure Documents”), the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders proxy or information statement of the Company and at (the time of the meeting of stockholders of the Company “Proxy Statement”), if any, to be held, if necessary, filed with the SEC in connection with the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply in all material respects with the applicable requirements of the Exchange Act. (b) The Company Disclosure Documents (other than the Proxy Statement), as supplemented or amended, at the time of filing of such Company Disclosure Document or any such supplement or amendment thereto and at the time of any distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact 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 representations and warranties contained in this Section 3.06(b) will not apply to statements or omissions included in the Company Disclosure Statements will comply as Documents based upon information provided to form in all material respects with all provisions the Company by or on behalf of applicable law. Parent or Merger Sub specifically for use therein. (c) None of the information supplied by with respect to the Company in writing or any of its Subsidiaries or Affiliates provided to Parent or Merger Sub by or on behalf of the Company for inclusion use in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willOffer Documents, at the respective times that time of the filing thereof, at the time of any Disclosure Statement distribution or dissemination thereof and at the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with time of the SEC and are first published or sent or given to holders consummation of Sharesthe Offer, 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 made therein, in 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 specifically for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (all of the foregoing documents, collectivelyas amended or supplemented from time to time, the "Disclosure StatementsForm S-4") will, at the time the 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 to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the 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") will, at the date each and any of the Disclosure Statements it is first mailed to the stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders 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 Disclosure Statements Proxy Statement will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by the Company in writing Parent or Merger Sub specifically for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 Form S-4 of the circumstances under which they were made, not misleadingProxy Statement.

Information Supplied. None of (a) At the information supplied or -------------------- to be supplied by time the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection Statement is filed with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willSEC, at any time it is amended or supplemented or at the date each and any of the Disclosure Statements time it is first mailed to stockholders of the Company and at Company, neither the time of the meeting of stockholders of the Company to be heldProxy Statement, if necessary, in connection with the Merger, contain any untrue statement of a material fact as amended 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 Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in supplemented nor the Schedule 14D-9 will13E-3, at the respective times that any Disclosure Statement and the Schedule 14D-9 as amended or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, supplemented will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company in this Section 3.07(a) with respect to statements made or incorporated by reference therein about Acquirer, any other member of the Acquirer Group or their Representatives, or based on information supplied by Acquirer, any other member of the Acquirer Group or their Representatives for inclusion or incorporation by reference in such documents. (b) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated by the Company to the Company’s stockholders in connection with the Merger and the other Transactions and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein about Acquirer, any other member of the Acquirer Group or their Representatives, or based on information supplied by Acquirer, any other member of the Acquirer Group or their Representatives for inclusion or incorporation by reference therein.

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, Merger Sub or LLC specifically for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Form S-4 will, at the date each and time the 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 Disclosure Statements circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, on the date it is first mailed to stockholders of the Company and stockholders of Parent, and at the time of the meeting of stockholders of Company Stockholders Meeting and the Company to be held, if necessary, in connection with the MergerParent 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 Disclosure Statements Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with all provisions of the applicable law. None requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent, Merger Sub and LLC make no representation or warranty with respect to any information supplied by or on behalf of the Company in writing for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingforegoing documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or Registration Statement on Form S-4 to be filed with the proxy statement or information statement SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Proxy StatementS-4") relating will, at the time the S-4 is filed with the SEC, at any time it is amended or supplemented, at the time it becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement will, at the date mailed to stockholders of the Company and at the date mailed to stockholders of Parent or at the time of the meeting of the Company's such stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, or at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerEffective 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 Disclosure Statements Joint Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion therein, will comply as to form in all material respects with all the provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingregulations thereunder.

Information Supplied. (a) None of the information included or incorporated by reference in (i) the Registration Statement will, at the time that the Registration Statement is declared effective by the SEC, or (ii) the Other Filings, taken as a whole with all other such information, 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, except that no representation is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in connection with the preparation of the Registration Statement for inclusion or incorporation by reference therein. The Registration Statement will comply as to form in all material respects with the requirements of the Securities Act. (b) Without limiting the foregoing, the information supplied or -------------------- to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, Company Proxy Statement or the proxy statement or information statement ("Other Filings will, in the case of the Company Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements it is first mailed to the Company’s stockholders of the Company and or at the time of the meeting Company Stockholders Meeting or at the time of stockholders of the Company to be held, if necessaryany amendment or supplement thereof or, in connection the case of any Other Filing, at the date it is first mailed to the Company’s stockholders or at the date it is first filed with the MergerSEC, contain any untrue statement of 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 Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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.

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 Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Form S-4 will, at the date each and time the Form S-4 or any of amendment or supplement thereto is filed with the Disclosure Statements is mailed to stockholders of the Company and SEC or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , (b) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Form 10 will, at the respective times that any Disclosure Statement and time the Schedule 14D-9 Form 10 or any amendments thereof amendment or supplements supplement thereto are is filed with the SEC and are first published or sent or given to holders of Sharesat the time it becomes effective under the Exchange 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 were are made, not misleading and (c) the Proxy Statement will, on the date it is first 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 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. The Form S-4 will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company for inclusion or incorporation by reference in the foregoing documents.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or (A) the proxy statement or information statement related to the Company Stockholders Meeting ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure StatementsPROXY STATEMENT"), if applicable, (B) the Schedule 14D-9 or (C) the Offer Documents will, at the date each respective times such documents are filed, and, with respect to the Offer Documents and any of the Disclosure Statements is mailed Proxy Statement, if any, when first published, sent or given to the stockholders of the Company Company, contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or, in the case of the Offer Documents and the Proxy Statement, if any, or any amendment thereof or supplement thereto, at the time of the meeting of stockholders of the Company to be heldStockholders Meeting (as defined below), if necessaryany, in connection with and at the MergerEffective Time, 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 made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the Offer or the solicitation of proxies for the Company Stockholders Meeting, if any, which shall have become misleading. The Disclosure Statements Proxy Statement, if any, and Schedule 14D-9 will comply as to form in all material respects with all the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of applicable law. None of this Section 3.1(e), no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement, if any, or Schedule 14D-9 based on information supplied by the Company in writing Parent or Merger Sub for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

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 the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Parent in connection with the Merger Parent Stock Issuance (all of the foregoing documents, collectively, the "Disclosure Statements"“Form S-4”) will, at the date each time the Form S-4 is filed with the SEC, and at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it (or any post-effective amendment or supplement) becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by or on behalf of the Company in writing for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are information statement to be filed with the SEC and are 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, the “Joint Proxy/Information Statement”) will, at the date it is first published mailed to the Company’s and Parent’s stockholders or sent at the time of the Company Stockholders Meeting or given to holders Parent Stockholders Meeting or at the time of Sharesany 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 were made, not misleading. The Joint Proxy/Information Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of the Company.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Parent, Holdco, Rooster Merger Sub or Parent Merger Sub for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Form S-4 will, at the date each time the Form S-4 is filed with the SEC, and at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Company in writing or on behalf of Parent, Holdco, Rooster Merger Sub or Parent Merger Sub for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Joint Proxy Statement will, at the respective times that date it is first mailed to the Company’s and Parent’s stockholders or at the time of the Company Stockholders Meeting or Parent Stockholders Meeting or at the time of any Disclosure Statement and the Schedule 14D-9 amendment or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharessupplement 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 were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent, Holdco, Rooster Merger Sub or Parent Merger Sub with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of Parent, Holdco, Rooster Merger Sub or Parent Merger Sub.

Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documentsregistration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Stock issuable in the First Merger will be registered with the SEC (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating with respect to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willpost-effective amendment or supplement, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Merger, such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements joint proxy statement/prospectus, or provided by any amendment or supplement thereto, to be sent to the Company stockholders and Parent stockholders in connection with the Schedule 14D-9 willMergers and the other transactions contemplated by this Agreement (the “Joint Proxy Statement”) shall not, on the date the Joint Proxy Statement is first mailed to the stockholders of each of the Company and Parent, at the respective times that any Disclosure Statement and time of the Schedule 14D-9 Company Stockholder Approval, at the time of the Parent Stockholder Approval, or any amendments thereof or supplements thereto are filed with at the SEC and are first published or sent or given to holders of SharesEffective 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 were made, not misleading.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company each of Pubco, Merger Sub I and Merger Sub II 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, (b) in the Offer DocumentsRegistration Statement or (c) in the mailings or other distributions to the SPAC Shareholders, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, the Pubco Shareholder or the proxy statement Merger Subs’ shareholders and/or prospective investors with respect to the consummation of the Transactions or information statement ("Proxy Statement") relating in any amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger clauses (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Company in writing each of Pubco, Merger Sub I and Merger Sub II expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, each of Pubco, Merger Sub I and Merger Sub II does not make any warranty or covenant with respect to any information supplied by or on behalf of SPAC, the Target Companies, the Company Shareholders or any of their respective Affiliates.

Information Supplied. (a) None of the information supplied or -------------------- to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference (i) in the Proxy Statement and contained in the Proxy Statement, at the date it (and any amendment or supplement thereto) is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting, or (ii) in any proxy solicitation materials of the Company and contained in any such proxy solicitation materials, as of the date of its first use, 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 the light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by or on behalf of any Controlling Holder (in their capacity as a stockholder) or the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders foregoing. (b) None of the information supplied or to be held supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in connection with the Merger Shareholder Circular or Prospectus and contained in the Shareholder Circular or Prospectus will, (all a) in the case of the foregoing documents, collectively, the "Disclosure Statements") willShareholder Circular, at the date each it (and any of the Disclosure Statements amendment or supplement thereto) is first mailed to stockholders shareholders of the Company and Parent or at the time of the meeting of stockholders Parent Shareholders Meeting and (b) in the case of the Company to be heldProspectus, if necessary, in connection with at the Mergerdate it (and any amendment or supplement thereto) is published, contain any untrue statement of 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. The Disclosure Statements will comply as ; provided, that no representation is made by Parent or Merger Sub with respect to form in all material respects with all provisions of applicable law. None of the information supplied by or on behalf of any Controlling Holder (in their capacity as a stockholder) or the Company in writing for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingforegoing.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, 14D-9 or the proxy Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s stockholders, contain any untrue statement of a material fact or information statement ("Proxy Statement") relating omit to state any meeting material fact required to be stated therein or necessary to make the statements therein, in light of the Company's stockholders to be held in connection with circumstances under which they were made, not misleading or (ii) the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Proxy Statement will, at the date each and any of the Disclosure Statements it is first mailed to the Company’s stockholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, Stockholders Meeting (as defined in connection with the MergerSection 6.01), contain any untrue statement of 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 Disclosure Statements Schedule 14D-9, the Information Statement and the Proxy Statement, at the date such Proxy Statement is first mailed to the Company’s stockholders and at the time of the Company Stockholders Meeting, will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent, U.S. Parent or Merger Sub or any of their respective Representatives for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the (i) The information supplied or -------------------- to be supplied by the Company Group Companies, their Affiliates or their respective Representatives in writing specifically for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willProxy/Registration Statement shall not, at (a) the date each and time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Statement (or any of the Disclosure Statements amendment thereof or supplement thereto) is first mailed to stockholders of the Company SPAC Shareholders, and at (c) the time of the meeting of stockholders of the Company to be held, if necessary, 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of SharesSPAC 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 misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of any of the Group Companies or their respective Affiliates or Representatives. All documents that the Company is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (ii) The information supplied or to be supplied by SPAC, its Affiliates or their respective Representatives in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the SPAC Shareholders, and (c) the time of the SPAC 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 misleading. Notwithstanding the foregoing, SPAC makes no representation, warranty or covenant with respect to any information supplied by or on behalf of any of the Group Companies or their respective Affiliates or Representatives. All documents that SPAC is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (A) the information statement (the "INFORMATION STATEMENT") advising stockholders of the Company that the requisite number of stockholders have consented to the Merger, if applicable, (B) the proxy statement relates the Company Stockholders Meeting (the "PROXY STATEMENT"), if applicable, (C) the Schedule 14D-9 or (D) the Offer Documents will, at the respective times such documents are filed, and, with respect to the Offer Documents, Schedule 14D-9the Information Statement, any other tender offer materialsif any, Schedule 14A or 14C, or and the proxy statement or information statement ("Proxy Statement") relating , if any, when first published, sent or given to any meeting the stockholders of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Merger, contain any an 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 at the light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form false or misleading or, in all material respects with all provisions of applicable law. None the case of the information supplied by Offer Documents, the Company in writing for inclusion in Information Statement, if any, and the Disclosure Statements Proxy Statement, if any, or provided by the Company in the Schedule 14D-9 willany amendment thereof or supplement thereto, at the respective times that any Disclosure Statement time of the Company Stockholders Meeting (as defined below), if any, and at the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of SharesEffective Time, contain any an untrue statement of a material fact or omit to state date any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the Offer or the solicitation of proxies for the Company Stockholders Meeting, if any, which shall have become false or misleading. The Proxy Statement, if any, the Information Statement, if any, and Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Proxy Statement, if any, the Information Statement, if any, and Schedule 14D-9 based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein. (iii) The documents and information supplied by the representatives of the Company to the representatives of Parent and Merger Sub in connection with the Company's management presentation on Thursday, April 8, 1999 with respect to commercial relationships, volumes of business done with significant suppliers and customers and total backlog were prepared in good faith by the Company on bases reflecting the best then available estimates and judgments of the Company.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer DocumentsRegistration Statement will, Schedule 14D-9at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any other tender offer materialsuntrue 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, Schedule 14A and none of the information supplied or 14C, to be supplied by the Company and included or incorporated by reference in the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectivelyas supplemented if necessary, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders shareholders of the Company and or the stockholders of Equity One, or at the time of the meeting of stockholders of the Company Special Meetings to be held, if necessary, held 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. If at any time prior to the time of such Special Meeting, any event with respect to the Company or any of its subsidiaries, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Disclosure Statements Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with all the provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingregulations thereunder.

Information Supplied. None of the (a) The information supplied in writing by Parent or -------------------- to be supplied by the Company Merger Sub for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") 14D-9 will, at the date each and respective times the Schedule 14D-9, the Offer Documents and/or any of amendments or supplements thereto are filed with the Disclosure Statements is mailed to stockholders of the Company and SEC or at the time of the meeting of stockholders of they are first published, sent or given to the Company to be heldShareholders, if necessaryor on the Expiration Date, in connection with the Merger, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Disclosure Statements . (b) Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.8, the Offer Documents and any amendments or supplements thereto that will be provided to the Company Shareholders in connection with the Offer will, when filed with the SEC, comply as to form in all material respects with all provisions of the applicable law. None requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Exchange Act and all other applicable Laws. The Offer Documents will, at the respective times that any Disclosure Statement and time the Schedule 14D-9 or any amendments thereof or supplements thereto Offer Documents are filed with the SEC and or at the time the Offer Documents are first published or sent or given to holders of Shares, the Company Shareholders not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, however, that no representation or warranty is made by Parent or Merger Sub with respect to information supplied in writing by the Company or any of their directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference in the Offer Documents.

Information Supplied. (a) None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) Form 041, the Offer Documents, the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, 14D-9 or the proxy Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of Shares, contain any untrue statement of a material fact or information statement ("Proxy Statement") relating omit to state any meeting material fact required to be stated therein or necessary to make the statements therein, in light of the Company's stockholders circumstances in which they were made, not misleading; and (ii), in the event a Company Stockholders Meeting is held, neither the Proxy Statement nor the Information Statement to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") sent to such stockholders will, at the date each and any of the Disclosure Statements it is first mailed to stockholders the holders of the Company and Shares or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders 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 false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting that shall have become false or misleading. . (b) The Disclosure Statements Schedule 14D-9, the Information Statement and the Proxy Statement, as applicable, will comply as to form in all material respects with all the requirements of the Exchange Act and the rules and regulations thereunder. (c) Notwithstanding the foregoing provisions of applicable law. None of Section 3.8(a), no representation or warranty is made by the Company with respect to statements made or omitted or incorporated by reference therein based on information supplied by the Company in writing Parent or Merger Sub or their respective affiliates for inclusion in the Disclosure Statements or provided incorporation by the Company reference in the Schedule 14D-9 will14D-9, at the respective times that any Disclosure Information Statement and or the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingProxy Statement.

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 Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form N‑14 to be held filed with the SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger (all of the foregoing documents, collectivelyas amended or supplemented from time to time, the "Disclosure Statements"“Form N‑14”) will, at the date each and time the Form N‑14 is filed with the SEC or at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as , and (b) the proxy statement to form be mailed to the Company’s stockholders in all material respects connection with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in Stockholders’ Meeting (the Disclosure Statements or provided by the Company in the Schedule 14D-9 “Proxy Statement”) will, at the respective times that any Disclosure Statement and the Schedule 14D-9 date it or any amendments thereof amendment or supplements thereto are filed with supplement is mailed to such stockholders and at the SEC and are first published or sent or given to holders time of Shares, the Company 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 were are made, not misleadingmisleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Intermediary Sub and Acquisition Sub, or to statements made therein based on information supplied by or on behalf of Parent, Intermediary Sub or Acquisition Sub for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, 14D-9 or the proxy Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of Company Common Stock, contain any untrue statement of a material fact or information statement ("Proxy Statement") relating omit to state any meeting material fact required to be stated therein or necessary to make the statements therein, in light of the Company's stockholders to be held circumstances in connection with which they are made, not misleading, and (ii) the Merger Proxy Statement (all of the foregoing documents, collectively, the "Disclosure Statements"if any) will, at the date each and any of the Disclosure Statements it is first mailed to stockholders the holders of the Company and Common Stock or at the time of the Company Stockholders Meeting (if such a meeting of stockholders of the Company to be is held, if necessary, 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 misleadingmisleading or will, at the time of the Company Stockholders Meeting (if such a meeting is held), omit to state any material fact necessary to correct any statement in any earlier communication from the Company with respect to the solicitation of proxies for the Company Stockholders Meeting that shall have become false or misleading in any material respect. The Disclosure Statements Schedule 14D-9, the Information Statement and the Proxy Statement (if any) will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company Parent or Merger Sub in writing specifically for inclusion in the Disclosure Statements or provided incorporation by the Company reference in the Schedule 14D-9 will14D-9, at the respective times that any Disclosure Information Statement and or the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingProxy Statement (if any).

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent or Merger Sub expressly for inclusion or incorporation by reference in (i) the Offer DocumentsS-4, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and time such document is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time it is first published, sent or given to the Company Stockholders, and in the case of the meeting of stockholders of S-4, at the Company to be held, if necessary, in connection with time it becomes effective under the MergerSecurities 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 were made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , or (ii) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Proxy Statement/Prospectus will, at the respective times that date it is first mailed to the Company Stockholders and at the time of the Company Stockholders Meeting or at the date of any Disclosure Statement and the Schedule 14D-9 or any amendments amendment thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharessupplement thereto, contain any untrue statement of 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 were are made, not misleading. The Proxy Statement/Prospectus, at the date such Proxy Statement/Prospectus is first mailed to Company Stockholders and at the time of the Company Stockholders Meeting will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (such Form S-4, Schedule 14D-9and any amendments or supplements thereto, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy StatementS-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 therein not misleading or (ii) the joint proxy statement/prospectus relating to any meeting of the matters to be submitted to the Company's stockholders at the Company Stockholders Meeting and the matters to be held in connection with submitted to Parent's shareholders at the Merger Parent Shareholders Meeting (all of the foregoing documentssuch joint proxy statement/prospectus, collectivelyand any amendments or supplements thereto, the "Disclosure StatementsJoint Proxy Statement/Prospectus") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders times of the Company to be held, if necessary, in connection with Stockholders Meeting and the MergerParent 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. The Disclosure Statements Joint Proxy Statement/Prospectus, insofar as it relates to the Company Stockholders Meeting, will comply comply, as of its mailing date, as to form in all material respects with all the provisions of applicable lawthe Exchange Act and the rules and regulations thereunder. None of Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein supplied by Parent or necessary Acquisition which is contained in order to make the statements therein, in light or omitted from any of the circumstances under foregoing documents or which they were made, not misleadingis incorporated by reference therein.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (all of the foregoing documents, collectivelyas amended or supplemented from time to time, the "Disclosure StatementsForm S-4") will, at the time the 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 to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the 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") will, at the date each and any of the Disclosure Statements Proxy Statement is first mailed to the stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders 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 Disclosure Statements Proxy Statement will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by the Company in writing Parent or Merger Sub specifically for inclusion or incorporation by reference in the Disclosure Statements Form S-4 or provided by the Company in the Schedule 14D-9 will, at the respective times Proxy Statement or portions thereof that any Disclosure Statement relate only to Parent and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingits Subsidiaries.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, any other tender offer materials, Schedule 14A (iii) the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") or 14C, or (iv) the proxy statement (together with any amendments or information statement (supplements thereto, the "Proxy Statement") relating to any meeting the Stockholders Meeting, will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the Company's stockholders, or, in the case of the Proxy Statement, at the time the Proxy Statement is first mailed to the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders 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 Disclosure Statements Schedule 14D-9, the Information Statement and the Proxy Statement will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent or Sub specifically for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

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 Offer DocumentsForm S-4 will, Schedule 14D-9at the time such document is filed with the SEC, at any other tender offer materialstime such document is amended or supplemented or at the time such document is declared effective by the SEC, Schedule 14A contain any untrue statement of a material fact or 14Comit 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 proxy statement or information statement ("Joint Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Statement will, at the date each and any of the Disclosure Statements that it is first mailed to the Company’s stockholders of the Company and or Parent’s stockholders, at the time of the meeting of stockholders of Company Stockholder Meeting and Parent Stockholder Meeting, at the Company to be held, if necessary, in connection with time the MergerForm 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 Disclosure Statements 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 all provisions of applicable law. None the requirements of the information supplied Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company in writing this Section 3.06 with respect to statements made or incorporated by reference therein based on information supplied by Parent or Parent OP or any of their respective Representatives for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in 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 Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders joint Rule 13e-3 Transaction Statement to be held filed with the SEC in connection with respect of the Merger (all the “Schedule 13E-3”) (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s 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, in light of the foregoing documentscircumstances under which they are made, collectivelynot misleading, or (b) the "Disclosure Statements"Proxy Statement (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the date each and it (or any amendment or supplement thereto) is first published, sent or given to shareholders of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerCompany, contain any untrue statement of 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 Disclosure Statements Schedule 13E-3 and the Proxy Statement will comply as to form in all material respects with all provisions of applicable law. None of the Securities Laws, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent, Alkaloida, TDC, SPH or Merger Sub for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the (a) The information supplied (or -------------------- to be supplied supplied) in writing by the Company Parent and Merger Sub for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will14D-9 will not, at the date each and respective times the Schedule 14D-9 and/or any of amendments or supplements thereto, are filed with the Disclosure Statements is mailed to stockholders of the Company and SEC or at the time of the meeting of stockholders of they are first published, sent or given to the Company to be heldShareholders, if necessary, in connection with or on the MergerExpiration Date, contain any untrue statement of 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. The Disclosure Statements . (b) Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.8, the Offer Documents and any amendments or supplements thereto that will be provided to the Company Shareholders in connection with the Offer will, when filed with the SEC, comply as to form in all material respects with all provisions of the applicable law. None requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willExchange Act and all other applicable Laws. The Offer Documents will not, at the respective times that any Disclosure Statement and time the Schedule 14D-9 or any amendments thereof or supplements thereto Offer Documents are filed with the SEC and or at the time the Offer Documents are first published or sent or given to holders of Shares, the Company Shareholders contain any untrue statement of 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 were are made, not misleading; provided, however, that no representation or warranty is made by Parent or Merger Sub with respect to information supplied in writing by the Company or any of their directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference in any of the Offer Documents.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Documents will, at the time filed with the SEC or at the date each and any of first distributed or disseminated to the Disclosure Statements is mailed to stockholders of the Company and Company, contain any untrue statement of 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) The Schedule 14D-9 will not, at the time of the meeting of Schedule 14D-9 is filed with the SEC or at the time first distributed or disseminated to the stockholders of the Company to be held, if necessary, in connection with the MergerCompany, contain any untrue statement of 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 Disclosure Statements Schedule 14D-9 will comply as to form in all material respects with all provisions of applicable law. None the requirements of the information supplied by Exchange Act. The proxy statement, if any, relating to the Company in writing for inclusion in Merger (together with any supplements or amendments thereto, the Disclosure Statements or provided by the Company in the Schedule 14D-9 will“Proxy Statement”), will not, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are time filed with the SEC SEC, at the date it is first mailed to the stockholders of the Company and are first published or sent or given to holders at the time of Sharesthe meeting of stockholders for the purpose of considering and taking action upon this Agreement (the “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 are made, not misleading. The Proxy Statement, if any, will comply as to form in all material respects with the requirements of the Exchange Act. (iii) No representation or warranty is made by the Company with respect to the information supplied by or related to, or the sufficiency of disclosures related to, Parent, Holding, Merger Sub or any Affiliate of Parent, Holding or Merger Sub.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (all as amended or supplemented from time to time, the “Form S-4”) will, at the time the 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 to make the statements therein, in light of the foregoing documentscircumstances under which they are made, collectivelynot misleading or (b) the 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 "Disclosure Statements"“Proxy Statement”) will, at the date each and any of the Disclosure Statements Proxy Statement is first mailed to the stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders 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 Disclosure Statements Proxy Statement will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by the Company in writing Parent or Merger Sub specifically for inclusion or incorporation by reference in the Disclosure Statements Form S-4 or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingProxy Statement.

Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company, any of its Subsidiaries or the Company Investment Adviser expressly for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form N-14 to be held filed with the SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger (all of the foregoing documents, collectivelyas amended or supplemented from time to time, the "Disclosure Statements"“Form N-14”) will, at the date each time the Form N-14 is filed with the SEC, and at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as , and (b) the joint proxy statement to form in all material respects with all provisions be sent to the stockholders of applicable law. None Parent relating to the Parent Stockholders’ Meeting and to the stockholders of the information supplied by Company relating to the Company in writing for inclusion in Stockholders’ Meeting (the Disclosure Statements or provided by the Company in the Schedule 14D-9 “Joint Proxy Statement”) will, at the respective times that any Disclosure Statement and the Schedule 14D-9 date it or any amendments thereof amendment or supplements thereto are filed with supplement is mailed to stockholders of the SEC Company and are first published or sent or given to holders stockholders of SharesParent, at the time of the Company Stockholders’ Meeting and at the time of 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 were are made, not misleadingmisleading (except that no representation or warranty is made by the Company 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 supplied by or on behalf of Parent or Acquisition Sub for inclusion or incorporation by reference therein).

Information Supplied. (a) None of the information supplied or -------------------- to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference (i) in the Proxy Statement and contained in the Proxy Statement, at the date the Proxy Statement (and any amendment or supplement thereto) is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting, or (ii) in any proxy solicitation materials of the Company and contained in any such proxy solicitation materials, as of the date of its first use, 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 the light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by the Company with respect to information supplied by or on behalf of any Controlling Holder (in their capacity as a stockholder), Parent or Merger Sub for inclusion or incorporation by reference in any of the foregoing. (b) None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, Shareholder Circular or the proxy statement Prospectus and contained in the Shareholder Circular or information statement the Prospectus will, ("Proxy Statement"a) relating to any meeting in the case of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willShareholder Circular, at the date each it (and any of the Disclosure Statements amendment or supplement thereto) is first mailed to stockholders shareholders of the Company and Parent or at the time of the meeting of stockholders Parent Shareholders Meeting and (b) in the case of the Company to be heldProspectus, if necessary, in connection with at the Mergerdate it (and any amendment or supplement thereto) is published, contain any untrue statement of 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. The Disclosure Statements will comply as ; provided, that no representation or warranty is made by the Company with respect to form in all material respects with all provisions of applicable law. None of the information supplied by the Company or on behalf of any Controlling Holder (in writing their capacity as a stockholder), Parent or Merger Sub for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingforegoing.

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 Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form N-14 to be held filed with the SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger (all of the foregoing documents, collectivelyas amended or supplemented from time to time, the "Disclosure Statements"“Form N-14”) will, at the date each and time the Form N-14 is filed with the SEC or at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as , and (b) the proxy statement to form be mailed to the Company’s stockholders in all material respects connection with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in Stockholders’ Meeting (the Disclosure Statements or provided by the Company in the Schedule 14D-9 “Proxy Statement”) will, at the respective times that any Disclosure Statement and the Schedule 14D-9 date it or any amendments thereof amendment or supplements thereto are filed with supplement is mailed to such stockholders and at the SEC and are first published or sent or given to holders time of Shares, the Company 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 were are made, not misleadingmisleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Intermediary Sub and Acquisition Sub, or to statements made therein based on information supplied by or on behalf of Parent, Intermediary Sub or Acquisition Sub for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company BLP and any of its subsidiaries for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Statement will, at the date each and any of the Disclosure Statements Proxy Statement is mailed to stockholders of the Company and BLP Stockholders or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerBLP Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary necessary, in order to make the statements therein, therein in light of the circumstances under which they are made, not misleading. The Disclosure Statements Proxy Statement insofar as it relates to the BLP Stockholders Meeting will comply as to form in all material respects with all the provisions of applicable lawthe Exchange Act. None of the information supplied or to be supplied by the Company in writing BLP and any of its subsidiaries for inclusion or incorporation by reference in the Disclosure Statements Offer Documents or provided by the Company BLP and any of its subsidiaries in the Schedule 14D-9 will, at the respective times that any Disclosure Statement the Offer Documents and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC Commission and are first published or sent or given to holders of Sharesthe BLP 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 were made, not misleading.

Information Supplied. (i) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement, including the Schedule 14D-9 (the “Company Disclosure Documents”), the Proxy Statement, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply in all material respects with the applicable requirements of the Exchange Act. (ii) The Company Disclosure Documents, as supplemented or amended, at the time of filing of such Company Disclosure Document or any such supplement or amendment thereto and at the time of any distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The representations and warranties contained in this Section 4.01(f) will not apply to statements or omissions included in the Company Disclosure Documents based upon information provided to the Company by or on behalf of Parent or Sub specifically for use therein. (iii) None of the information supplied or -------------------- to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Documents will, at the date each and time of filing thereof, at the time of any of the Disclosure Statements is mailed to stockholders of the Company distribution or dissemination thereof and at the time of the meeting of stockholders consummation of the Company to be held, if necessary, in connection with the Merger, Offer contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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.

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 Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form N-14 to be held filed with the SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger (all of the foregoing documents, collectivelyas amended or supplemented from time to time, the "Disclosure Statements"“Form N-14”) will, at the date each and time the Form N-14 is filed with the SEC or at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as , and (b) the proxy statement to form in all material respects with all provisions of applicable law. None be sent to the stockholders of the information supplied by Company relating to the Company in writing for inclusion in Stockholders’ Meeting (the Disclosure Statements or provided by the Company in the Schedule 14D-9 “Proxy Statement”) will, at the respective times that any Disclosure Statement and the Schedule 14D-9 date it or any amendments thereof amendment or supplements thereto are filed with supplement is mailed to stockholders of the SEC Company and are first published or sent or given to holders at the time of Sharesthe Company 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 were are made, not misleadingmisleading (except that no representation or warranty is made by the Company 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 supplied by or on behalf of Parent or Acquisition Sub for inclusion or incorporation by reference therein).

Information Supplied. None of the information specifically 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 Offer Documents, Schedule 14D-9, 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 other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information specifically supplied or to be supplied by the Company in writing Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were 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 Target Companies or any of their respective Affiliates.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, Schedule 14D-9at the time the Form S-4 is filed with the SEC, at any other tender offer materialstime it is amended or supplemented or at the time it becomes effective under the Securities Act, Schedule 14A contain any untrue statement of a material fact or 14C, or the proxy statement or information statement ("Proxy Statement") relating omit to state any meeting of the Company's stockholders material fact required to be held stated therein or necessary in connection with order to make the Merger statements therein not false or misleading or (all of ii) the foregoing documents, collectively, the "Disclosure Statements") Joint Proxy Statement will, at the date each and any of the Disclosure Statements it is first mailed to the Company’s stockholders of the Company and or at the time of the meeting of stockholders of Company Stockholders Meeting or the Company to be held, if necessary, in connection with the MergerParent 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 false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting or Parent Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing sentence, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on or derived from information supplied by Parent specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The Disclosure Statements information supplied by the Company for inclusion in the Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with all provisions of applicable law. None the requirements of the information supplied by Securities Act, the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingregulations thereunder.

Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14Cproxy statement, or the proxy statement any amendment or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders supplement thereto, to be held sent to the Company stockholders in connection with the Merger and the other transactions contemplated by this Agreement (all of the foregoing documents“Proxy Statement”) and (b) a Rule 13E-3 transaction statement on Schedule 13E-3 (“Schedule 13E-3”), collectivelyor any amendment or supplement thereto, the "Disclosure Statements") willshall not, at the date each time filed with the SEC and any as of the Disclosure Statements date it or any amendment or supplement thereto is mailed to the stockholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholder Approval, contain any untrue statement of a material fact false 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 Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue misleading statement of 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 false or misleading; or, with respect to the Proxy Statement, omit to state any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become false or misleading. The Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the requirements of the 1934 Act. The representations and warranties contained in this Section 4.10 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement or the Schedule 13E-3 based upon information supplied by Parent, Merger Subsidiary or any of their respective Representatives specifically for use or incorporation by reference therein. If at any time prior to the Company Stockholder Meeting any fact or event relating to the Company or any of its Affiliates which should be set forth in an amendment or supplement to the Proxy Statement or Schedule 13E-3 should be discovered by the Company or should occur, the Company shall, promptly after it becomes aware thereof, inform Parent and Merger Subsidiary of such fact or event.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent or Sub for inclusion or incorporation by reference in the Offer DocumentsS-4 will, Schedule 14D-9at the time the S-4 becomes effective under the Securities Act or at the Effective Time, contain any other tender offer materialsuntrue 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, Schedule 14A and none of the information supplied or 14Cto be supplied by Parent or Sub and included or incorporated by reference in the Proxy Statement will, at the time of mailing thereof or at the proxy statement or information statement ("Proxy Statement") relating to any time of the meeting of the Company's stockholders of Parent or the Company to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, or at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerEffective 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. If at any time prior to the Effective Time any event with respect to Parent or any of its Subsidiaries, or with respect to other information supplied by Parent for inclusion in the Proxy Statement or S-4, shall occur which 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 and, as required by law, disseminated to the stockholders of Parent. The Disclosure Statements S-4 and the Proxy Statement, insofar as they relate to Parent or its Subsidiaries or other information supplied by Parent for inclusion therein, will comply as to form in all material respects with all the provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingregulations thereunder.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Purchaser 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 US_ACTIVE:\44126911\17\77626.0003 inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Documents will, at the date each and respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto, are filed with the SEC or at the time they are first published, sent or given to stockholders of the Disclosure Statements Company, or on the Offer 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. Subject to the accuracy of the representations and warranties of Parent and Purchaser set forth in Section 5.4 and to the extent prepared prior to the Offer Closing, neither the Proxy Statement, the 14f-1 Disclosures nor the Information Statement, as applicable, will on the date it is first mailed to stockholders of the Company and and, with respect to the Proxy Statement, if applicable, at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders 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 Disclosure Statements Schedule 14D‑9, the 14f-1 Disclosures and the Proxy Statement or the Information Statement, as applicable, will comply as to form in all material respects with all provisions of the applicable law. None requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by the Company in writing or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Disclosure Statements Proxy Statement, the 14f-1 Disclosures or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingInformation Statement.

Information Supplied. None The information supplied by Parent for inclusion in the Proxy Statement (including any amendment or supplement) to be sent to stockholders of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger Company Stockholder Meeting or the Schedule 13E-3 (all of the foregoing documentsincluding any amendment or supplement) shall not, collectively, the "Disclosure Statements") will, at on the date each and the Proxy Statement (including any of the Disclosure Statements amendment or supplement) is first mailed to stockholders of the Company and or at the time of the meeting of stockholders Company Stockholder Meeting, or, in the case of the Company to be heldSchedule 13E-3 (including any amendment or supplement), if necessary, in connection on the date it is filed with the MergerSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinwhich, at such time and in light of the circumstances under which they are it shall be made, not misleading. The Disclosure Statements will comply as is false or misleading with respect to form in all any material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willfact, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 false or misleading; or, with respect to the Proxy Statement, omit to state any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become false or misleading. The representations and warranties contained in this Section 5.06 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement or the Schedule 13E-3 based upon information supplied by the Company or any of its Representatives specifically for use or incorporation by reference therein. If at any time prior to the Company Stockholder Meeting any fact or event relating to the Company or any of its Affiliates which should be set forth in an amendment or supplement to the Proxy Statement or Schedule 13E-3 should be discovered by Parent or should occur, Parent shall, promptly after it becomes aware thereof, inform the Company of such fact or event.

Information Supplied. None of the information supplied The Proxy Statement (including any amendments or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documentssupplements thereto) will not, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at on the date each and any of the Disclosure Statements it is first mailed to the stockholders of the Company and at the time of the meeting of stockholders of Company Stockholders Meeting, and the Company Rule 13e-3 transaction statement on Schedule 13E-3 (as amended or supplemented from time to be heldtime, if necessarythe "Schedule 13E-3") will not, in connection on the date it (including any amendments or supplements thereto) is filed with the MergerSEC, contain any untrue statement which, at such time in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading, or omit to state any material fact required necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any fact or event relating to the Company which should be stated therein set forth in a supplement to the Proxy Statement should be discovered by the Company or necessary in order to make should occur, the statements thereinCompany shall, in light promptly after becoming aware thereof, inform Parent and Merger Sub of such fact or event. Each of the circumstances under which they are made, not misleading. The Disclosure Statements Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with all provisions of the applicable law. None requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by the Company in writing or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Disclosure Statements Proxy Statement or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleading13E-3.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or any of its subsidiaries for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Statement will, at the date each and any of the Disclosure Statements Proxy Statement is mailed to stockholders of the Company and Shareholders or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerShareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary necessary, in order to make the statements therein, therein in light of the circumstances under which they are made, not misleadingmisleading or to correct any statement in any earlier communication by the Company. The Disclosure Statements Proxy Statement insofar as it relates to the Company Shareholders' Meeting will comply as to form in all material respects with all the provisions of applicable lawthe Exchange Act. None of the information supplied or to be supplied by the Company in writing or any of its subsidiaries for inclusion or incorporation by reference in the Disclosure Statements Offer Documents or provided by the Company or any of its subsidiaries in the Schedule 14D-9 will, at the respective times that any Disclosure Statement the Offer Documents and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC Commission and are first published or sent or given to holders of Sharesthe Company Shareholders, contain any untrue statement of 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 misleadingmisleading or to correct any statement in any earlier communication by the Company. The Schedule 14D-9 will comply 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 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 Offer Documents, Schedule 14D-9, Registration Statement; or (c) in the mailings or other distributions to SPAC’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Company in writing Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were 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 SPAC, the Target Companies or any of their respective Affiliates.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, 14D-9 or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Information Statement will, at the date each and time such document is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of the meeting of stockholders of the Company to be heldit is first published, if necessary, 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to the holders of Shares, 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 order light of the circumstances in which they were made, not misleading, and (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held), contain any untrue statement of a material fact or omit to state any material fact (A) required to be stated therein, (B) necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (C) necessary to correct any statement in any earlier communication made by the Company with respect to the solicitation of proxies for the Company Stockholders Meeting that shall have become false or misleading in any material respect. The Schedule 14D-9, the Information Statement and the Proxy Statement (if any) 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, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Offer Documents, Schedule 14D-9, the Information Statement or the Proxy Statement (if any) based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (a) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Schedule 14D-9Parent Series D Preferred Stock and Parent Series E Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Registration Statement") relating 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 meeting material fact required to be stated therein or necessary in order to make the statements therein, in light of the Company's stockholders to be held in connection with circumstances under which they are made, not misleading or (b) the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willJoint Proxy Statement shall, at the date each and any of the Disclosure Statements it is first mailed to stockholders of the Company Stockholders and to Parent Stockholders and at the time of the meeting of stockholders of Company Stockholders Meeting and the Company to be held, if necessary, in connection with the MergerParent 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 Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied ; provided, however, that no representation is made by the Company in writing with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion in the Disclosure Statements or provided incorporation by reference therein or (ii) not supplied by or on behalf of the Company in and not obtained from or incorporated by reference to the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed Company's filings with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingSEC.

Information Supplied. None of the information supplied or -------------------- to be -------------------- supplied by the Company ▇▇▇▇▇▇▇ for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form F-4 to be held filed with the SEC by Shire in connection with the issuance of Ordinary Shares and Shire ADSs in the Merger (all of the foregoing documents, collectively, the "Disclosure StatementsForm F-4") will, at the time the -------- 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 each and any of the UK Disclosure Statements is Documents are first mailed to stockholders the shareholders of the Company and Shire or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerShire 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of misleading or (iii) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Proxy Statement will, at the respective times that any Disclosure Statement and date it is first mailed to ▇▇▇▇▇▇▇ shareholders or at the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with time of the SEC and are first published or sent or given to holders of Shares▇▇▇▇▇▇▇ 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 were are made, not misleading. 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, except that no representation is made by ▇▇▇▇▇▇▇ with respect to statements made or incorporated by reference therein based on information supplied by Shire.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 4.9, 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) (i) the Offer Documents, (ii) the Schedule 14D-9, any other tender offer materialsor (iii) the Proxy/Information Statement, Schedule 14A or 14Cas required, or will, (A) in the proxy statement or information statement ("Proxy Statement") relating to any meeting case of the Company's stockholders to be held in connection with Offer Documents and the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willSchedule 14D-9, at the date each respective times the Offer Documents and any the Schedule 14D-9 are filed with the SEC or first published, sent or given to the Company Stockholders, or (B) in the case of the Disclosure Statements Proxy/Information Statement, at the time the Proxy/Information Statement is first mailed to stockholders of the Company and Stockholders or at the time of the meeting of stockholders of the Company to be heldStockholders Meeting, if necessary, in connection with the Mergercalled and 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 made therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , and (b) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Form 10 will, at the respective times that any Disclosure Statement and time the Schedule 14D-9 Form 10 or any amendments thereof amendment or supplements supplement thereto are is filed with the SEC and are first published or sent or given to holders of Sharesat the time it becomes effective under the Exchange 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 were are made, not misleading. Each of the Form 10 and Proxy/Information 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, Parent and Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company for inclusion or incorporation by reference in the foregoing documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by Company or the Company Subsidiaries, auditors, attorneys, financial advisors or other consultants or advisors for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4, Schedule 14D-9and any amendment thereto, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held filed under the Securities Act with the SEC by Upgrade in connection with the issuance of the Upgrade Common Stock in or as a result of the Merger (all the "S-4"), or (ii) the proxy statement and any amendment or supplement thereto to be distributed in connection with Company's meetings of stockholders to vote upon this Agreement and the foregoing documentstransactions contemplated hereby (the "Proxy Statement" and, collectivelytogether with the prospectus included in the S-4, the "Disclosure StatementsProxy Statement/Prospectus") will, in the case of the Proxy Statement and any amendment or supplement thereto, at the date each time of the mailing of the Proxy Statement and any of the Disclosure Statements is mailed to stockholders of the Company amendment or supplement thereto, and at the time of the meeting of stockholders of the Company to be heldvote upon this Agreement and the transactions contemplated hereby, if necessaryor, in connection with the Mergercase of the S-4, as amended or supplemented, at the time it becomes effective and at the time of any post-effective amendment thereto and at the time of the meeting of stockholders of Company, contain any untrue statement of 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 made, not misleading. The Disclosure Statements will comply as misleading or necessary to form correct any statement in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed earlier filing with the SEC and are first published of such Proxy Statement/Prospectus or sent any amendment or given supplement thereto or any earlier communication (including the Proxy Statement/Prospectus) to holders stockholders of Shares, contain any untrue statement of a material fact or omit Company with respect 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 misleadingtransactions contemplated by this Agreement.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materialsSchedule 13E-3 (as defined in Section 6.01), Schedule 14A the Form F-4, the Offer Documents or 14Cany Post-Effective Amendment (as defined in Section 6.01) will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to the holders of Company Common Stock or become effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the proxy statement (ii) any Proxy Statement or information statement Information Statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held each as defined in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements"Section 6.01) will, at the date each and any of the Disclosure Statements such Proxy Statement or Information Statement is first mailed to stockholders holders of the Company and Common Stock or at the time of the meeting of stockholders of the any Company to be held, if necessary, Stockholders Meeting (as defined in connection with the MergerSection 6.01), contain any untrue statement of 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 Disclosure Statements Schedule 14D-9, any Proxy Statement or Information Statement and any Schedule 13E-3 will comply as to form in all material respects with the requirements of all provisions of applicable lawLaws, including the Exchange Act and the rules and regulations thereunder. None of No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent or Merger Sub specifically for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied in writing by the Stockholders or -------------------- the Target Company expressly for inclusion or incorporation by 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 Form F-4 or the Proxy Statement/Prospectus; or (c) in the mailings or other distributions to the Netfin Shareholders or Holdco’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 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 therein, in light of the circumstances under which they are made, not misleading; provided, however, that none of the Stockholders make any representation with respect to any forward-looking statements supplied by any of them or the Target Company expressly for inclusion or incorporated by reference in any of the documents identified in (a) through (c). None of the information supplied in writing by the Stockholders or the Target Company expressly for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of Signing Press Release, the Company Signing Filing, the Closing Press Release and at the time of the meeting of stockholders of the Company to be heldClosing Filing will, if necessarywhen filed or distributed, in connection with the Mergeras applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as Notwithstanding the foregoing, the Stockholders make no representation, warranty or covenant with respect to form in all material respects with all provisions of applicable law. None of the any information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willon behalf of Netfin, at the Holdco or their respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingAffiliates.

Information Supplied. None of the information supplied relating to ▇▇▇▇▇▇ or -------------------- to be supplied any ▇▇▇▇▇▇ Subsidiary contained or incorporated by reference in the Company Joint Proxy Statement or the Form S-4 that is provided by ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Subsidiary for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, Form S-4 or the Joint Proxy Statement or any other tender offer materialsdocument filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Joint Proxy Statement, Schedule 14A including any amendment or 14Csupplement thereto, at the time of the mailing thereof, at the time of the ▇▇▇▇▇▇ Stockholders Meeting, at the time the Form S-4 is declared effective and 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, or (b) in the proxy statement case of the Form S-4 or information statement ("Proxy Statement") relating with respect to any meeting of the Company's stockholders other document to be held filed by ▇▇▇▇▇▇ with the SEC in connection with the Merger (all of or the foregoing documentsother transactions contemplated by this Agreement, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection its filing with the MergerSEC, contain any untrue statement of 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 Disclosure Statements All documents that ▇▇▇▇▇▇ is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to ▇▇▇▇▇▇, their officers, directors and partners and the ▇▇▇▇▇▇ Subsidiaries (or other information supplied by or on behalf of ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Subsidiaries for inclusion therein) will comply as to form in all material respects with all provisions of the applicable law. None requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or information supplied or incorporated by the Company in writing for inclusion in the Disclosure Statements reference by or provided by the Company in the Schedule 14D-9 willon behalf of Hammer, at the respective times that any Disclosure Statement and the Schedule 14D-9 Merger Sub or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingtheir Affiliates.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Pubco, Company Merger Sub or SPAC 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) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Offer Documents, Schedule 14D-9, Registration Statement; or (c) in the mailings or other distributions to SPAC’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Pubco, Company in writing Merger Sub or SPAC Merger Sub expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, none of Pubco, Company Merger Sub or SPAC Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of SPAC, the Target Companies or any 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 (i) the Offer Documents, the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, 14D-9 or the proxy Information Statement will, at the time that such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s stockholders, contain any untrue statement of a material fact or information statement ("Proxy Statement") relating omit to state any meeting material fact required to be stated therein or necessary to make the statements therein, in light of the Company's stockholders to be held in connection with circumstances under which they were made, not misleading or (ii) the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Proxy Statement will, at the date each and any of the Disclosure Statements that it is first mailed to the Company’s stockholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders 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 Disclosure Statements Schedule 14D-9, the Information Statement and the Proxy Statement, at the date such materials are first mailed to the Company’s stockholders and, if a Company Stockholder Meeting is required by applicable Law, at the time of such Company Stockholders Meeting, will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent or Merger Sub or any of their respective Representatives for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in 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 Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock, Schedule 14D-9Parent Series D Preferred Stock and Parent Series 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 other tender offer materialsuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting in light of the Company's stockholders to be held in connection with circumstances under which they are made, not misleading or (b) the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willJoint Proxy Statement shall, at the date each and any of the Disclosure Statements it is first mailed to stockholders of the Company Stockholders and to Parent Stockholders and at the time of the meeting of stockholders of Company Stockholders Meeting and the Company to be held, if necessary, in connection with the MergerParent 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 Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied ; provided, however, that no representation is made by the Company in writing with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion in the Disclosure Statements or provided incorporation by reference therein or (ii) not supplied by or on behalf of the Company in and not obtained from or incorporated by reference to the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed Company’s filings with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingSEC.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 4.9, neither the Offer Documents nor any information supplied (or -------------------- to be supplied supplied) in writing by the Company or on behalf of Parent or Purchaser specifically for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") 14D-9 will, at the date each and respective times the Offer Documents, the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC US_ACTIVE:\44126911\17\77626.0003 or at the time they are first published, sent or given to stockholders of the Disclosure Statements Company, or on the Offer 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 the light of the circumstances under which they are made, not misleading. Subject to the accuracy of the representations and warranties of the Company set forth in Section 4.9, the information supplied by Parent for inclusion (or incorporation by reference) in the Proxy Statement, the 14f-1 Disclosures or the Information Statement, as applicable, will not, on the date it is first mailed to stockholders of the Company and and, with respect to the Proxy Statement, if applicable, at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders 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 Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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.

Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or Form S-4 (including the proxy statement or information statement ("Joint Proxy Statement"/Prospectus) relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willwill not, at the date each time the Form S-4 (and any of amendment or supplement thereto) is declared effective, on the Disclosure Statements date that the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time stockholders of Parent, or on the meeting of stockholders date of the Company to be held, if necessary, in connection with Stockholder Meeting or the MergerParent 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. The Disclosure Statements will comply as , except that, no representation or warranty is made by the Company with respect to form in all material respects with all provisions of applicable law. None of the statements made therein based on information supplied by Parent for inclusion therein. Notwithstanding the foregoing, the Company in writing makes no representation or warranty with respect to any information supplied by Parent, the Acquisition Subs or any of their Representatives for inclusion in the Disclosure Statements Joint Proxy Statement/Prospectus. For purposes of the Joint Proxy Statement/Prospectus, any information concerning or related to the Company, its Affiliates, or the Company Stockholder Meeting will be deemed to have been provided by the Company in Company, and any information concerning or related to Parent, its Affiliates, or the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given Parent Stockholder Meeting will be deemed to holders of Shares, contain any untrue statement of 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 misleadinghave been provided by Parent.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in in: (i) the Offer Documents, the Schedule 14D-914D-9 or any Information Statement will, at the time such document is filed with the SEC, at any other tender offer materialstime it is amended or supplemented or at the time it is first published, Schedule 14A sent or 14C, or given to the proxy statement or information statement ("Proxy Statement") relating to any meeting stockholders of the Company's stockholders , contain any untrue statement of a material fact or omit to state any material fact required to be held in connection with stated therein or necessary to make the Merger statements therein not misleading; or (all of ii) the foregoing documentsProxy Statement, collectivelyif required, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders Meeting (as defined in Section 6.01) or at the time of any action by written consent in lieu of a meeting of stockholders pursuant to Section 228 of the Company DGCL with respect to be held, if necessary, in connection with this Agreement and the Merger, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Schedule 14D-9, the Information Statement and the Proxy Statement, if required, will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based solely on information supplied by the Company in writing Parent or Merger Sub for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in 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 or any of its affiliates, directors, officers, employees, agents or representatives in writing specifically for inclusion or incorporation by reference in, and which is included or incorporated by reference in, (i) the Form S-4 (as defined in Section 5.7 of this Agreement) or any amendment or supplement thereto; (ii) the Company Proxy Statement; (iii) the ADS Proxy Statement; or (iv) any other documents filed or to be filed by the Company with the SEC or any other Governmental Authority in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the Offer Documentscase of the Form S-4 or any amendment or supplement thereto, Schedule 14D-9when the same becomes effective, at the date of the Company Stockholder Meeting and at the Effective Time, and, in the case of the Company Proxy Statement or any amendment or supplement thereto, 44 at the time of mailing of the Company Proxy Statement to Company's stockholders or at the time of the Company Stockholder Meeting or any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all Merger, and, in the case of the foregoing documentsADS Proxy Statement or any amendment or supplement thereto, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company ADS Stockholder Meeting, be false or misleading with respect to be heldany material fact, if necessary, 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingmisleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Company Stockholder Meeting. The Form S-4 (to the extent that the Company Proxy Statement constitutes the prospectus thereunder) and the Company Proxy Statement will comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the respective rules and regulations under any such Act.

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 Offer Documents, Schedule 14D-9, 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 other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Company in writing Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were 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 Target Companies or any of their respective Affiliates.

Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company or on behalf of Parent and Merger Sub in writing for inclusion (or incorporation by reference reference) in the Offer DocumentsProxy Statement (including any amendments or supplements thereto) will not, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at on the date each and any of the Disclosure Statements it is first mailed to stockholders of the Company and at the time of the meeting of stockholders of Company Stockholders Meeting, and the Company to be heldSchedule 13E-3 (including any amendments or supplements thereto) will not, if necessary, in connection on the date it is filed with the MergerSEC, contain any untrue statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinmade therein not false or misleading, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any fact or event relating to Parent or Merger Sub which should be stated therein set forth in a supplement to the Proxy Statement should be discovered by Parent or necessary in order should occur, Parent shall, promptly after becoming aware thereof, inform the Company of such fact or event. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty with respect to make the statements therein, in light any information supplied by or on behalf of the circumstances under Company, its Subsidiaries or any of their respective representatives which they were made, not misleadingis contained or incorporated by reference in the Proxy Statement.

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 Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Parent in connection with the Merger Parent Share Issuance (all including any amendments or supplements, the “Registration Statement”) will not, at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of 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 foregoing documentscircumstances under which they were made, collectivelynot false or misleading and (b) the 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 "Disclosure Statements"“Proxy Statement/Prospectus”) willwill not, at the date each and any of the Disclosure Statements Proxy Statement/Prospectus is first mailed to stockholders of the Company and Stockholders or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders 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 Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement time and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 false or misleading. 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, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement or the Proxy Statement/Prospectus, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent or Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, any other tender offer materials(iii) the Information Statement, (iv) the Proxy Statement or (v) the Form S-4 will, in the case of the Offer Documents, the Schedule 14A 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or 14Cfirst published, sent or the proxy statement or information statement ("Proxy Statement") relating given to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergerstockholders, contain any untrue statement of 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 Disclosure Statements will comply as to form misleading or, in all material respects with all provisions of applicable law. None the case of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willForm S-4, at the respective times that time it becomes effective under the Securities Act, or, in the case of the Proxy Statement, if any, at the time the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, be false or misleading with respect to any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesmaterial fact, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading, except that no representation or warranty is made by Parent or Sub in connection with any of the foregoing with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of its representatives specifically for inclusion or incorporation by reference therein. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act, except that no representation or warranty is made by Parent or Sub in connection with any of the foregoing with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of its representatives specifically for inclusion or incorporation by reference therein.

Information Supplied. None The information provided by Parent, its Subsidiaries or any third party acting on behalf of the information supplied Parent or -------------------- any of its Subsidiaries contained in or to be supplied by the Company for inclusion contained in, or incorporation incorporated by reference in in, the Offer DocumentsProxy Statement, Schedule 14D-9, including any amendments or supplements thereto and any other tender offer materialsdocument incorporated or referenced therein, Schedule 14A or 14Cwill not, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at on the date each and any of the Disclosure Statements Proxy Statement is first mailed to stockholders shareholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerShareholders’ 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, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement time and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 false or misleading. Notwithstanding the foregoing provisions of this Section 4.9(a), no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Proxy Statement that were not supplied by or on behalf of Parent for use therein. In addition, Parent agrees to use reasonable best efforts to supplement the written information concerning Parent and its Subsidiaries provided pursuant to this Section 4.10 to the extent that any such information, to the Knowledge of Parent, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning the Company and its Subsidiaries, taken as a whole, not misleading in any material respect as promptly as reasonably practicable after gaining Knowledge thereof, and Parent shall have no liability to the Company or its Subsidiaries, or any other Person, pursuant to this Agreement to the extent that Parent provides such supplemental written information to the Company at least three (3) Business Days prior to the date the Proxy Statement is first mailed to shareholders of the Company.

Information Supplied. None Neither the Schedule 14D-9 nor any information supplied (or to be supplied) in writing by or on behalf of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Documents will, at the date each and respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto, are filed with the SEC or at the time they are first published, sent or given to shareholders of the Disclosure Statements Company, or on the Offer 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. The Company Proxy Statement will not, on the date it is first mailed to stockholders shareholders of the Company (or any amendments or supplements thereto) and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerShareholders 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 Disclosure Statements Schedule 14D-9 and the Company Proxy Statement will comply as to form in all material respects with all provisions of the applicable law. None requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub or their Representatives expressly for inclusion or incorporation by reference in the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingProxy Statement.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer DocumentsDocuments or the Schedule 14D-9 will, Schedule 14D-9, any other tender offer materials, Schedule 14A at the time such documents are filed with the SEC or 14Cdistributed to Company's stockholders, or at the proxy statement or information statement ("Proxy Statement") relating to any meeting consummation of the Company's stockholders Offer, contain any untrue statement of a material fact or omit to state any material fact required to be held stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Proxy Statement to be sent to the stockholders of Company in connection with the Merger (all of the foregoing documentsCompany Stockholders Meeting, collectively, the "Disclosure Statements") willwill not, at the date each and any of the Disclosure Statements it is first mailed to Company's stockholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders 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 Disclosure Statements Schedule 14D-9 and the Proxy Statement will comply as to form in all material 32 28 respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, except that no representation is made by Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent or Sub for inclusion or incorporation by reference in such documents. Company shall promptly inform Parent of the Disclosure Statements or provided by the Company discovery of any information which should be set forth in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the a corrected Schedule 14D-9 or any amendments thereof a supplement to the Offer Documents or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingProxy Statement.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, 14D-9 or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Information Statement will, at the date each and time such document is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of the meeting of stockholders of the Company to be heldit is first published, if necessary, 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to the holders of Shares, contain any untrue statement of 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 were made, not misleading, and (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held), contain any untrue statement of a material fact or omit to state any material fact (A) required to be stated therein, (B) necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (C) necessary to correct any statement in any earlier communication made by Parent or Merger Sub with respect to the solicitation of proxies for the Company Stockholders Meeting that shall have become false or misleading in any material respects. The Offer Documents 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, no representation or warranty is made by Parent, Merger Sub or any of their Representatives with respect to statements made or incorporated by reference in the Schedule 14D-9, the Information Statement, the Proxy Statement or the Offer Documents based on information supplied by the Company in writing specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or (iii) the proxy statement or information statement ("Proxy Statement") relating to any meeting , if any, will, in the case of the Company's stockholders to be held in connection with Offer Documents and the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willSchedule 14D-9, at the date each respective times the Offer Documents and any the Schedule 14D-9 are filed with the SEC or first published, sent or given to the Company Stockholders, or, in the case of the Disclosure Statements Proxy Statement, at the time the Proxy Statement is first mailed to stockholders of the Company and Class A Stockholders or at the time of the meeting of stockholders of the Company to be heldStockholders' Meeting, if necessary, in connection with the Mergerany, contain any untrue statement of 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 is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser in writing for inclusion or incorporation by reference therein. If at any time prior to the Effective Time any event with respect to the Company or any Company Subsidiary should occur which is required to be described in a supplement to (i) the Offer Documents, (ii) the Schedule 14D-9, or (iii) the Proxy Statement, such event shall be so described, and such supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the Company Stockholders or the Class A Stockholders, as applicable. The Disclosure Statements Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with all provisions of applicable law. None the requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingregulations thereunder.

Information Supplied. None of the information supplied Offer Documents or -------------------- any amendment or supplement thereto, at the respective times such documents are filed with the SEC or first published, sent or given to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documentsstockholders, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Merger, will contain any untrue statement of a material fact or will 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. The Disclosure Statements will comply as misleading except that no representation is made by the Parent or Purchaser with respect to form information supplied by the Company specifically for inclusion in all material respects with all provisions of applicable lawthe Offer Documents or any amendment or supplement. None of the information supplied or to be supplied by the Company in writing Parent or Purchaser for inclusion in the Disclosure Statements or provided incorporation by the Company reference in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto time such documents are filed with the SEC and are first published or sent or given distributed to holders of Sharesthe Company's stockholders, contain contains any untrue statement statements of 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 were made, not misleading. If at any time prior to the Effective Time the Parent or Purchaser shall obtain knowledge of any facts with respect to itself, any of its officers and directors or any of its Subsidiaries that would require the supplement or amendment to the Offer Documents or the information supplied by Parent or Purchaser for inclusion or incorporation by reference in the Schedule 14D-9 in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or to comply with applicable Laws, such amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company, and in the event the Company shall advise Parent or Purchaser as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Parent or Purchaser shall promptly amend or supplement such document as required and distribute the same to the Company's stockholders.

Information Supplied. None of (i) the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, (ii) the Schedule 14D-9, (iii) the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "INFORMATION STATEMENT"), (iv) the Proxy Statement or (v) any other tender offer materialsdocument required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement will, in the case of the Offer Documents, the Schedule 14A 14D-9, the Information Statement, the Proxy Statement and any other such documents, at the respective times such documents are filed with the SEC or 14Cfirst published, sent or given to the proxy statement Company's stockholders, or, in the case of the Information Statement and Proxy Statement or information statement ("Proxy Statement") relating any amendment thereof or supplement thereto, at the date it is first mailed to any meeting of the Company's stockholders to be held and, in connection with the Merger (all case of the foregoing documentsProxy Statement, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of the Company's stockholders held to vote on the approval of the Company to be held, if necessary, 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Purchaser specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, the Information Statement and the Proxy Statement and each other document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, Schedule 14D-9at the time it becomes effective under the Securities Act, contain any other tender offer materials, Schedule 14A untrue statement of a material fact or 14C, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement or information statement ("Proxy Statement") relating to any the meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure StatementsProxy Statement") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, held 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, therein in light of the circumstances under which they are made, made not misleading. The Disclosure Statements Proxy Statement insofar as it relates to the meeting of the Company's stockholders to vote on the Merger will comply as to form in all material respects with all the provisions of applicable lawthe Exchange Act and the rules and regulations thereunder. None of Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein supplied by Parent or necessary Acquisition which is contained in order to make the statements therein, in light or omitted from any of the circumstances under which they were made, not misleadingforegoing documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders joint Rule 13e-3 Transaction Statement to be held filed with the SEC in connection with respect of the Merger (all the “Schedule 13E-3”) (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s 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, in light of the foregoing documentscircumstances under which they are made, collectivelynot misleading, or (b) the "Disclosure Statements"Proxy Statement (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the date each and it (or any amendment or supplement thereto) is first published, sent or given to shareholders of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerCompany, contain any untrue statement of 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 Disclosure Statements Schedule 13E-3 and the Proxy Statement will comply as to form in all material respects with all provisions of applicable law. None of the Securities Laws, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent, Alkaloida, or Merger Sub for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in 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 or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, 14D-9 (including any other tender offer materials, Schedule 14A amendments or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements"supplements thereto) will, at the date each and time the Schedule 14D-9 (or any of amendment or supplement thereto) is filed with the Disclosure Statements SEC or at the time the Schedule 14D-9 (or any amendment or supplement thereto) is mailed first published, sent or given to the stockholders of the Company Company, 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. The Offer Documents (including any amendment or supplement thereto) will comply as to form in all material respects with the requirements of the Exchange Act and will not, at the time filed with the SEC and at the time of first published, sent or given to the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerCompany, contain any untrue statement of 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 Disclosure Statements will comply as Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to form in all material respects with all provisions of applicable law. None of the statements made or incorporated by reference therein based on information supplied by or on behalf of the Company in writing or any Affiliates thereof for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of 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 misleadingOffer Documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or any of its subsidiaries for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Statement will, at the date each and any of the Disclosure Statements Proxy Statement is mailed to stockholders of the Company and Shareholders or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerShareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary necessary, in order to make the statements therein, therein in light of the circumstances under which they are made, not misleadingmisleading or to correct any statement in any earlier communication by the Company. The Disclosure Statements Proxy Statement insofar as it relates to the Company Shareholders’ Meeting will comply as to form in all material respects with all the provisions of applicable lawthe Exchange Act. None of the information supplied or to be supplied by the Company in writing or any of its subsidiaries for inclusion or incorporation by reference in the Disclosure Statements Offer Documents or provided by the Company or any of its subsidiaries in the Schedule 14D-9 will, at the respective times that any Disclosure Statement the Offer Documents and the Schedule 14D-9 14D-9` or any amendments thereof or supplements thereto are filed with the SEC Commission and are first published or sent or given to holders of Sharesthe Company Shareholders, contain any untrue statement of 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 misleadingmisleading or to correct any statement in any earlier communication by the Company. The Schedule 14D-9 will comply 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 Pubco or 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) or stock exchange (including Nasdaq) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Offer Documents, Schedule 14D-9, Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s stockholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Company in writing Pubco or Merger Sub expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, neither Pubco nor Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Target Companies, the Sellers or any of their respective Affiliates.