Common use of Registration Statement; Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Company for inclusion in the Registration Statement (as defined in Section 3.4(b)) shall not at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.4(b)the "S-4") shall not will, at the time the Registration Statement is filed with the SEC and at the time it S-4 becomes effective under the Securities Act Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the "JOINT PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the shareholders of Company, at the times of the shareholders meeting of Company (the "COMPANY SHAREHOLDERS' MEETING") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "PARENT STOCKHOLDERS' MEETING") in connection with the Share Issuance and as of 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 information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed will comply as to Company's stockholders and Parent's stockholders or at form in all material respects with the time provisions of the Company Stockholders' Meeting or Exchange Act and the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make rules and regulations promulgated by the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform ParentSEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Company for inclusion in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement (as defined in Section 3.4(b)Statement") shall not not, at the time the Registration Statement is filed with declared effective by the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or the Parent Stockholders' MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which with they are were made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") to be sent to the stockholders of Company in connection with the special meeting of Company stockholders to consider this Agreement (the "Company Stockholders Meeting") and to the stockholders of Parent in connection with the special meeting of Parent stockholders to consider the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholders Meeting") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders of Parent and Company, or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meeting (if one is held) contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading; misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading or omit to state any material fact necessary to correct any statement made by Company in any earlier communication by Company with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied or to be supplied by Parent or Merger Sub which is or will be contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 3.4(b)3.12) shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with declared effective by the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or the Parent Stockholders' MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinincluded therein not misleading. The information supplied by the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS' MEETING") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "PARENT STOCKHOLDERS' MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS' MEETINGS") (such joint proxy 15 21 statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Stockholders' Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which they are it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform ParentParent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company for inclusion in Section 2.13, the registration statement (the "REGISTRATION STATEMENT") pursuant to which the Parent Common Stock to be issued in the Registration Statement (as defined in Section 3.4(b)) Merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with declared effective by the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or the Parent Stockholders' MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they are were made, not misleading. The information supplied by Parent for inclusion or incorporation in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Stockholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Company Parent, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by Company Parent or Merger Sub which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall Parent or Merger Sub will promptly inform Parent28- the Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained in, or furnished in any of connection with the foregoing documentspreparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Company for inclusion in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement (as defined in Section 3.4(b)Statement") shall not not, ---------------------- at the time the Registration Statement is filed with declared effective by the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or the Parent Stockholders' MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which with they are were made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus (the "Joint Proxy ----------- Statement/Prospectus") to be sent to the stockholders of Company in connection -------------------- with the special meeting of Company stockholders to consider this Agreement (the "Company Stockholders Meeting") and to the stockholders of Parent in connection ---------------------------- with the special meeting of Parent stockholders to consider the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholders ------------------- Meeting") shall not, on the date the Joint Proxy Statement/Prospectus is first ------- mailed to stockholders of Parent and Company, or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meeting (if one is held) contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading; misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading or omit to state any material fact necessary to correct any statement made by Company in any earlier communication by Company with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied or to be supplied by Parent or Merger Sub which is or will be contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The Subject to the accuracy of the representations of GT in Section 3.13, the information supplied by the Company in writing specifically for inclusion in the Registration Statement (as defined in Section 3.4(b)3.13) shall not at the time the Registration Statement is filed with declared effective by the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders shareholders of the Company in connection with the meeting of Company's stockholders the shareholders of the Company to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERSCompany Shareholders' MEETINGMeeting") and (b) to the stockholders shareholders of Parent GT in connection with the meeting of Parentthe shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's stockholders Shareholders Meeting, the "Shareholders Meetings") to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENTJoint Proxy Statement/PROSPECTUSProspectus") shall will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to Company's stockholders and Parent's stockholders or shareholders, at the time of the Company Stockholders' Meeting Shareholders Meetings, or at the Parent Stockholders' MeetingEffective Time, 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 shall omit to state any 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, made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform ParentGT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent GT or Merger Sub which is contained or incorporated by reference in, or furnished in any of connection with the foregoing documentspreparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company for inclusion in Section 2.13, the registration statement (the "Registration Statement") pursuant to which the GT Common Stock to be issued in the Registration Statement (as defined in Section 3.4(b)) Merger will be registered with the SEC shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with declared effective by the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or the Parent Stockholders' MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they are were made, not misleading. The information supplied by GT specifically in writing for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Company GT, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by Company GT or Merger Sub which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall GT or Merger Sub will promptly inform Parentthe Company. The Registration Statement and Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Company makes GT and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in any of connection with the foregoing documentspreparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. The None of ------------------------------------------------------- the information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent ADSs in or as a result of the Merger (as defined in Section 3.4(b)the "S-4") shall not will, at the time the Registration Statement is filed with the SEC and at the time it S-4 becomes effective under the Securities Act Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the stockholders of Company, at the times of the stockholders' meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the shareholders of Parent, at the times of the shareholders' meeting of Parent (the "Parent Shareholders' Meeting") in connection with the Share Issuance and as of 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 information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed will comply as to Company's stockholders and Parent's stockholders or at form in all material respects with the time provisions of the Company Stockholders' Meeting or Exchange Act and the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make rules and regulations promulgated by the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform ParentSEC thereunder. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any statement made, omitted or incorporated by reference on the basis of information supplied by Parent or Merger Sub which is contained in or incorporated by reference in, or omitted from, any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.4(b)the “S-4”) shall not will, at the time the Registration Statement is filed with the SEC and at the time it S-4 becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or the Parent Stockholders' MeetingAct, contain any untrue statement of a 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 false or misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 (the “Joint Proxy Statement/Prospectus”) will, at the dates mailed to the respective stockholders of Company and Parent, at the time of the stockholders’ meeting of Company in connection with the adoption of this Agreement (the “Company Stockholders’ Meeting”), at the time of the stockholders’ meeting of Parent in connection with the Share Issuance (the “Parent Stockholders’ Meeting”) and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth stated therein or necessary in an amendment order to make the Registration Statement or a supplement to statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus, Company shall promptly inform ParentProspectus will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained included or incorporated by reference in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form F-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.4(b)the "F-4") shall not will, at the time the Registration Statement is filed with the SEC and at the time it F-4 becomes effective under the Securities Act Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the "JOINT PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the stockholders of Company, at the times of the stockholders meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "PARENT STOCKHOLDERS' MEETING") in connection with the Share Issuance and as of 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 information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed will comply as to Company's stockholders and Parent's stockholders or at form in all material respects with the time provisions of the Company Stockholders' Meeting or Exchange Act and the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make rules and regulations promulgated by the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform ParentSEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied by Company for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Parent Merger and the shares of Surviving Corporation Common Stock to be issued in the Reincorporation Merger, and any amendments or supplements thereto (the "Registration Statement") or (b) the proxy or information statement to be distributed, together with the prospectus included in the Registration Statement Statement, in connection with the respective meetings of the Company's and Parent's shareholders (as defined the "Shareholders Meetings") to vote upon this Agreement and the transactions contemplated hereby, and any amendments or supplements thereto (the "Proxy Statement/Prospectus") will, in Section 3.4(b)) shall not at the time case of the Registration Statement is filed with the SEC and Statement, at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or Shareholders Meetings, and in the Parent Stockholders' Meetingcase of the Proxy Statement/Prospectus, at the time of the mailing thereof to shareholders and at the time of the Shareholders Meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint The Proxy Statement/ProspectusProspectus shall comply in all material respects as to form and substance with the requirements of the Securities Laws, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes except that no representation or warranty is made by Company with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documentsderived therefrom for inclusion therein.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information supplied by Company for inclusion in the Registration Statement (as defined in Section 3.4(b)) shall not at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 3.4(b)) shall not at the time the Registration Statement is registration statement on Form S-4 to be filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company Parent in connection with the meeting issuance of Company's stockholders to consider the approval and adoption of this Agreement and the approval Parent Common Stock in or as a result of the Merger (the "COMPANY STOCKHOLDERS' MEETINGS-4") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall notwill, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or S-4 becomes effective under the Parent Stockholders' MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 (the "JOINT PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the respective stockholders of Company and Parent, at the time of the stockholders' meeting of Company in connection with the adoption of this Agreement (the "COMPANY STOCKHOLDERS' MEETING"), at the time of the stockholders' meeting of Parent in connection with the Share Issuance (the "PARENT STOCKHOLDERS' MEETING") and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth stated therein or necessary in an amendment order to make the Registration Statement or a supplement to statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus, Company shall promptly inform ParentProspectus will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained included or incorporated by reference in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the ------------------------------------------------------- information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.4(b)the "S-4") shall not will, at the time the Registration Statement is filed with the SEC and at the time it S-4 becomes effective under the Securities Act Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the shareholders of Company, at the times of the shareholders meeting of Company (the "Company Shareholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and as of 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 information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed will comply as to Company's stockholders and Parent's stockholders or at form in all material respects with the time provisions of the Company Stockholders' Meeting or Exchange Act and the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make rules and regulations promulgated by the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform ParentSEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Company for inclusion in (i) the Registration Statement (as defined in Section 3.4(b2.5(b)) shall not at the time the Registration Statement is filed with the SEC and will at the time it becomes effective under the Securities Act Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of therein not misleading and (ii) the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the shareholders of Company and stockholders of Company Parent in connection with the meeting of Company's stockholders shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERSSHAREHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders shareholders and Parent's stockholders or stockholders, at the time of the Company StockholdersShareholders' Meeting or the Parent Stockholders' MeetingMeeting 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 false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company StockholdersShareholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the -------------------------------------------------------- information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 3.4(b)) shall not at the time the Registration Statement is registration statement on Form S-4 to be filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company Parent in connection with the meeting issuance of Company's stockholders to consider the approval and adoption of this Agreement and the approval Parent Common Stock in or as a result of the Merger (the "COMPANY STOCKHOLDERS' MEETINGS-4") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall notwill, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or S-4 becomes effective under the Parent Stockholders' MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the stockholders of Company, at the times of the stockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth stated therein or necessary in an amendment order to make the Registration Statement or a supplement to statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus, Company shall promptly inform ParentProspectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. (a) The information supplied by Company the Representing Party for inclusion in the registration statement on Form S-4 pursuant to which shares of SWAT Common Stock issued in the Merger and shares of SWAT Common Stock issuable pursuant to Section 2.14 of this Agreement will be registered with the SEC (the “Registration Statement (as defined in Section 3.4(b)Statement”) shall not contain, at the time the Registration Statement is filed with declared effective by the SEC and at the time it becomes effective under the Securities Act contain SEC, any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they are were made, not misleading. The information supplied by Company the Representing Party for inclusion in the joint proxy statement/prospectus (the “Joint Proxy Statement”) to be sent to (a) the stockholders of the Company in connection with the special meeting of the Company's ’s stockholders to consider this Agreement and the Merger (the “Company Stockholders Meeting”) and to the stockholders of SWAT in connection with the special meeting of SWAT’s stockholders to consider the approval and adoption issuance of this Agreement and the approval of SWAT Common Stock in connection with the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"“SWAT Stockholders Meeting”) shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to stockholders of SWAT and the Company's stockholders and Parent's stockholders or , at the time of the Company Stockholders' Stockholders Meeting, at the time of the SWAT Stockholders Meeting or and at the Parent Stockholders' MeetingEffective Time, contain any untrue statement which, at such time and in light of a material fact the circumstances under which it was made, is false or misleading with respect to any matter or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, contained in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' SWAT Stockholders Meeting or the Parent Stockholders' Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by the Company with respect to the Company and its Subsidiaries and their respective officers, directors, stockholders and other Affiliates (collectively, the "Company Information") for inclusion in the Registration Statement (as defined in Section 3.4(b)3.23) shall not at the time the Registration Statement is filed with declared effective by the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The information Company Information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of the Company in connection with the meeting of Company's the stockholders of the Company to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETINGCompany Stockholders Meeting") and (b) and, if required, to the stockholders of the Parent in connection with the meeting of Parent's the stockholders of the Parent (the "Parent Stockholders Meeting" and, together with the Company Stockholders Meeting, the "Stockholders Meetings") to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger Issuance (the "PARENT STOCKHOLDERS' MEETING"as defined in Section 5.3) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENTJoint Proxy Statement/PROSPECTUSProspectus") shall will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to Company's stockholders and Parent's stockholders or stockholders, at the time of the Company Stockholders' Meeting Stockholders Meetings, or at the Parent Stockholders' MeetingEffective Time, 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 shall 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or its Subsidiaries or any of its affiliatestheir respective officers, officers directors, stockholders or directors other Affiliates should be discovered by the Company which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in any of connection with the foregoing documentspreparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 3.4(b)) shall not at the time the Registration Statement is registration statement on Form S-4 to be filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company Parent in connection with the meeting issuance of Company's stockholders to consider the approval and adoption of this Agreement and the approval Parent Common Stock in or as a result of the Merger (the "COMPANY STOCKHOLDERS' MEETINGS-4") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall notwill, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or S-4 becomes effective under the Parent Stockholders' MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 hereof (the "JOINT PROXY STATEMENT/PROSPECTUS") will, at the dates mailed to the stockholders of Company, at the times of the stockholders meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") in connection with the transactions contemplated hereby at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "PARENT STOCKHOLDERS' MEETING") in connection with the Share Issuance and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth stated therein or necessary in an amendment order to make the Registration Statement or a supplement to statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus, Company shall promptly inform ParentProspectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 3.4(b)) shall not at the time the Registration Statement is registration statement on Form S-4 to be filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company Genesis Delaware in connection with the meeting issuance of Company's stockholders to consider the approval and adoption shares of this Agreement and the approval Genesis Delaware Common Stock in or as a result of the Merger (the "COMPANY STOCKHOLDERS' MEETINGS-4") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall notwill, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or S-4 becomes effective under the Parent Stockholders' MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Acquiror pursuant to Section 6.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the stockholders of Company, at the times of the stockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby at the dates mailed to the shareholders of Acquiror, at the times of the shareholders' meeting of Acquiror (the "Acquiror Shareholders' Meeting") in connection with the Share Issuance and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth stated therein or necessary in an amendment order to make the Registration Statement or a supplement to statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus, Company shall promptly inform ParentProspectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent Acquiror or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information to be supplied by Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Partner Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement (as defined in Section 3.4(bStatement")) , shall not at the time the Registration Statement is filed with declared effective by 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 in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they are made, Registration Statement not misleading. The information supplied by Company for inclusion in the joint proxy statement/statement/ 38 45 prospectus (the "Joint Proxy Statement") to be sent to (a) the stockholders of Partner and Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERSCompany Stockholders' MEETINGMeeting") and (b) the stockholders of Parent in connection with the meeting of ParentPartner's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger Partner Voting Proposal (the "PARENT STOCKHOLDERSPartner Stockholders' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUSMeeting") shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to Company's stockholders and Parent's stockholders of Company or Partner, at the time of the Company Stockholders' Meeting or and the Parent Partner 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 thereinwhich, in light of the circumstances under which they are it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Partner Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliatesAffiliates, officers or directors should be discovered by Company which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform ParentPartner. Notwithstanding If at any time prior to the foregoing, Company makes no representation Effective Time any event relating to Partner or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of its Affiliates, officers or directors should be discovered by Partner which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Joint Proxy Statement, Partner shall promptly inform Company.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.4(b)the "S-4") shall not will, at the time the Registration Statement is filed with the SEC and at the time it S-4 becomes effective under the Securities Act Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the shareholders of Company, at the times of the shareholders meeting of Company (the "Company Shareholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and as of 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 information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed will comply as to Company's stockholders and Parent's stockholders or at form in all material respects with the time provisions of the Company Stockholders' Meeting or Exchange Act and the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make rules and regulations promulgated by the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform ParentSEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the -------------------------------------------------------- information supplied or to be supplied by Company Acquiror for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 3.4(b)) shall not S-4 will, at the time the Registration Statement is filed with the SEC and at the time it S-4 becomes effective under the Securities Act Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (ii) the Joint Proxy Statement/Prospectus will, at the dates mailed to the stockholders of Company and of Acquiror, at the time of the Company Stockholders' Meeting, the time of the Acquiror Shareholders' Meeting and as of 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 information supplied by Company for inclusion S-4 will comply as to form in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection all material respects with the meeting provisions of Company's stockholders to consider the approval and adoption of this Agreement Securities Act and the approval of rules and regulations promulgated by the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform ParentSEC thereunder. Notwithstanding the foregoing, Company Acquiror makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. (a) The information supplied by Company the Representing Party for inclusion in the registration statement on Form S-4 pursuant to which shares of NPI Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement (as defined in Section 3.4(b)Statement") shall not contain, at the time the Registration Statement is filed with declared effective by the SEC and at the time it becomes effective under the Securities Act contain SEC, any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they are were made, not misleading. The information supplied by Company the Representing Party for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement") to be sent to (a) the stockholders of the Company in connection with the special meeting of the Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETINGCompany Stockholders Meeting") and (b) to the stockholders of Parent NPI in connection with the special meeting of ParentNPI's stockholders to consider the approval of the issuance of shares of Parent NPI Common Stock pursuant to in connection with the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUSNPI Stockholders Meeting") shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to stockholders of NPI and the Company's stockholders and Parent's stockholders or , at the time of the Company Stockholders' Stockholders Meeting, at the time of the NPI Stockholders Meeting or and at the Parent Stockholders' MeetingEffective Time, contain any untrue statement which, at such time and in light of a material fact the circumstances under which it was made, is false or misleading with respect to any matter or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, contained in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' NPI Stockholders Meeting or the Parent Stockholders' Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the ------------------------------------------------------- information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement registration statement on Form F-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (as defined in Section 3.4(b)the "F-4") shall not will, at the time the Registration Statement is filed with the SEC and at the time it F-4 becomes effective under the Securities Act Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the stockholders of Company, at the times of the stockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and as of 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 information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed will comply as to Company's stockholders and Parent's stockholders or at form in all material respects with the time provisions of the Company Stockholders' Meeting or Exchange Act and the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make rules and regulations promulgated by the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company shall promptly inform ParentSEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The None of the information supplied or to be supplied by Company Parent for inclusion in (i) the Registration Statement (as defined in Section 3.4(b)) shall not at the time the Registration Statement is filed with the SEC and will at the time it becomes effective under the Securities Act Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading and (ii) the Joint Proxy Statement/Prospectus shall not, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to CompanyParent's stockholders and ParentCompany's stockholders or shareholders, (b) at the time of the Company Parent Stockholders' Meeting or the Parent StockholdersCompany Shareholders' MeetingMeeting and (c) 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 false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Parent Stockholders' Meeting or the Parent StockholdersCompany Shareholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to Company Parent or any of its affiliates, officers or directors should be discovered by Company Parent which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Company Parent shall promptly inform ParentCompany. Notwithstanding the foregoing, Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which Company that is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by the Company with respect to the Company and its Subsidiaries and their respective officers, directors, stockholders and other Affiliates (collectively, the "Company Information") for inclusion in the Registration Statement (as defined in Section 3.4(b)3.23) shall not at the time the Registration Statement is filed with declared effective by the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The information Company Information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of the Company in connection with the meeting of Company's the stockholders of the Company to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETINGCompany Stockholders Meeting") and (b) and, if required, to the stockholders of the Parent in connection with the meeting of Parent's the stockholders of the Parent (the "Parent Stockholders Meeting" and, together with the Company Stockholders Meeting, the "Stockholders Meetings") to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger Issuance (the "PARENT STOCKHOLDERS' MEETING"as defined in Section 5.3) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENTJoint Proxy Statement/PROSPECTUSProspectus") shall will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to Company's stockholders and Parent's stockholders or stockholders, at the time of the Company Stockholders' Meeting Stockholders Meetings, or at the Parent Stockholders' MeetingEffective Time, 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 shall 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or its Subsidiaries or any of its affiliatestheir respective officers, officers directors, stockholders or directors other Affiliates should be discovered by the Company which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.inform

Registration Statement; Joint Proxy Statement/Prospectus. The None of the -------------------------------------------------------- information supplied or to be supplied by Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined in Section 3.4(b)) shall not at the time the Registration Statement is registration statement on Form S-4 to be filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (a) the stockholders of Company Genesis Delaware in connection with the meeting issuance of Company's stockholders to consider the approval and adoption shares of this Agreement and the approval Genesis Delaware Common Stock in or as a result of the Merger (the "COMPANY STOCKHOLDERS' MEETINGS-4") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall notwill, on the date the Joint Proxy Statement/Prospectus is first mailed to Company's stockholders and Parent's stockholders or at the time of the Company Stockholders' Meeting or S-4 becomes effective under the Parent Stockholders' MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Acquiror pursuant to Section 6.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the stockholders of Company, at the times of the stockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby at the dates mailed to the shareholders of Acquiror, at the times of the shareholders' meeting of Acquiror (the "Acquiror Shareholders' Meeting") in connection with the Share Issuance and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which is required to be set forth stated therein or necessary in an amendment order to make the Registration Statement or a supplement to statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus, Company shall promptly inform ParentProspectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent Acquiror or Merger Sub which is contained in any of the foregoing documents.