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

Registration Statement; Proxy Statement/Prospectus. The written information supplied by Pentose for inclusion in the Registration Statement (as defined in Section 2.04(b)) shall not 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 not misleading. The Pentose Financials to be supplied by Pentose for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied by Pentose for inclusion in the proxy statement/prospectus to be sent to the stockholders of Pentose and the stockholders of Vitex and in connection with the vote of Pentose's stockholders to consider the approval of this Agreement (the "Pentose Stockholders' Meeting") and in connection with the meeting of Vitex's stockholders to consider the approval of this Agreement and the issuance of shares of Vitex Common Stock pursuant to the terms of the Merger (the "Vitex Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to Vitex's stockholders, and at the time of the Vitex 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 Vitex Stockholders' Meeting which has become false or misleading. The Proxy Statement 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, any event relating to Pentose or any of its affiliates, officers or directors should be discovered by Pentose which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Pentose shall promptly inform Vitex. Notwithstanding the foregoing, Pentose makes no representation or warranty with respect to any information supplied by Vitex which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The written information supplied by Pentose Claremont for inclusion in the registration statement on Form S-4 pursuant to which shares of CBSI Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement (as defined in Section 2.04(bStatement")) , shall not at the time it becomes the Registration Statement is declared effective under by the Securities Act, SEC 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 not misleading. The Pentose Financials to be supplied by Pentose for inclusion in the Registration Statement will comply as to form Statement, in all material respects with the published rules and regulations light of the SEC with respect theretocircumstances under which they were made, not misleading. The written information supplied by Pentose Claremont for inclusion in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Pentose CBSI and the stockholders of Vitex and Claremont in connection with the vote meeting of PentoseClaremont's stockholders shareholders to consider the approval of this Agreement and the Merger (the "Pentose StockholdersClaremont Shareholders' Meeting") and in connection with the meeting of VitexCBSI's stockholders shareholders (the "CBSI Shareholders' Meeting") to consider the approval of this Agreement and the issuance of shares of Vitex CBSI Common Stock pursuant to the terms of the Merger (the "Vitex Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to Vitex's stockholdersshareholders of Claremont or CBSI, and at the time of the Vitex StockholdersClaremont Shareholders' MeetingMeeting and the CBSI Shareholders' Meeting and at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Vitex StockholdersCBSI or Claremont Shareholders' Meeting Meetings which has become false or misleading. The Proxy Statement 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 Pentose Claremont or any of its affiliatesAffiliates (as defined in Section 6.11), officers or directors should be discovered by Pentose Claremont which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Pentose Claremont shall promptly inform VitexCBSI. Notwithstanding the foregoing, Pentose makes no representation or warranty with respect to any information supplied by Vitex which is contained in any of the foregoing documents.Section 3.10

Registration Statement; Proxy Statement/Prospectus. The written information supplied by Pentose IDRC for inclusion in the registration statement of TeleSpectrum on Form S-4 pursuant to which shares of TeleSpectrum Common Stock will be registered with the SEC (the "Registration Statement (as defined in Section 2.04(b)Statement") shall not ---------------------- contain, at the time it becomes the Registration Statement is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement not misleading. The Pentose Financials to be supplied by Pentose for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied by Pentose IDRC for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of Pentose and the stockholders of Vitex and IDRC in connection --------------- with the vote special meeting of PentoseIDRC's stockholders to consider the approval of this Agreement (the "Pentose Stockholders' IDRC Stockholders Meeting") and ), or alternatively in connection with the ------------------------- solicitation of consents by the stockholders of IDRC in lieu of a special meeting (the "IDRC Consent"), and to the stockholders of TeleSpectrum in ------------ connection with the special meeting of VitexTeleSpectrum's stockholders to consider the approval of this Agreement and the issuance of shares of Vitex Common Stock pursuant to the terms of the Merger (the "Vitex Stockholders' TeleSpectrum Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") ), shall not, on at the date time --------------------------------- the Proxy Statement is first mailed to Vitex's stockholders, and at the time of the Vitex Stockholders' IDRC Stockholders Meeting or the IDRC Consent, or at the time of TeleSpectrum Stockholders Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they are were made, 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 Vitex Stockholders' IDRC Stockholders Meeting or consents for the IDRC Consent which has become false or misleading. The Proxy Statement 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 TimeIDRC Stockholders Meeting, the IDRC Consent or the TeleSpectrum Stockholders Meeting, any event relating to Pentose IDRC or any of its affiliates, officers or directors affiliates should be discovered by Pentose IDRC which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Pentose IDRC shall promptly inform Vitex. Notwithstanding the foregoing, Pentose makes no representation or warranty with respect to any information supplied by Vitex which is contained in any of the foregoing documentsTeleSpectrum.

Registration Statement; Proxy Statement/Prospectus. The written information to be supplied by Pentose Arbor for inclusion in the registration statement on Form S-4 pursuant to which shares of Arbor Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement (as defined in Section 2.04(b)Statement") shall not at the time it becomes the Registration Statement is declared effective under by the Securities Act, SEC 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 the Registration Statement, in light of the circumstances under which they were made, not misleading. The Pentose Financials to be information supplied by Pentose Arbor for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied by Pentose for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Pentose Hyperion and the stockholders of Vitex and Arbor in connection with the vote meeting of PentoseArbor's stockholders to consider the approval of this Agreement (the "Pentose Arbor Stockholders' Meeting") to consider the issuance of shares of Arbor Common Stock pursuant to the Merger and in connection with the meeting of VitexHyperion's stockholders (the "Hyperion Stockholders' Meeting") to consider the approval of this Agreement and the issuance of shares of Vitex Common Stock pursuant to the terms of the Merger (the "Vitex Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to Vitex's stockholdersstockholders of Arbor or Hyperion, and at the time of the Vitex Arbor Stockholders' MeetingMeeting and the Hyperion Stockholders' Meeting and at the Effective 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 omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Vitex Arbor Stockholders' Meeting or the Hyperion Stockholders' Meeting which has become false or misleading. The Proxy Statement 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 Pentose Arbor or any of its affiliatesAffiliates, officers or directors should be discovered by Pentose Arbor which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Pentose Arbor shall promptly inform VitexHyperion. Notwithstanding the foregoing, Pentose Arbor makes no representation representation, warranty or warranty covenant with respect to any information supplied by Vitex which Hyperion that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The written information supplied by Pentose IDRC for inclusion in the registration statement of TeleSpectrum on Form S-4 pursuant to which shares of TeleSpectrum Common Stock will be registered with the SEC (the "Registration Statement (as defined in Section 2.04(b)Statement") shall not ---------------------- contain, at the time it becomes the Registration Statement is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement not misleading. The Pentose Financials to be supplied by Pentose for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied by Pentose IDRC for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of Pentose and the stockholders of Vitex and IDRC in connection --------------- with the vote special meeting of PentoseIDRC's stockholders to consider the approval of this Agreement (the "Pentose Stockholders' IDRC Stockholders Meeting") and ), or alternatively in connection with the ------------------------- solicitation of consents by the stockholders of IDRC in lieu of a special meeting (the "IDRC Consent"), and to the stockholders of TeleSpectrum in ------------ connection with the special meeting of VitexTeleSpectrum's stockholders to consider the approval of this Agreement and the issuance of shares of Vitex Common Stock pursuant to the terms of the Merger (the "Vitex Stockholders' TeleSpectrum Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") ), --------------------------------- shall not, on at the date time the Proxy Statement is first mailed to Vitex's stockholders, and at the time of the Vitex Stockholders' IDRC Stockholders Meeting or the IDRC Consent, or at the time of TeleSpectrum Stockholders Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they are were made, 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 Vitex Stockholders' IDRC Stockholders Meeting or consents for the IDRC Consent which has become false or misleading. The Proxy Statement 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 TimeIDRC Stockholders Meeting, the IDRC Consent or the TeleSpectrum Stockholders Meeting, any event relating to Pentose IDRC or any of its affiliates, officers or directors affiliates should be discovered by Pentose IDRC which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Pentose IDRC shall promptly inform Vitex. Notwithstanding the foregoing, Pentose makes no representation or warranty with respect to any information supplied by Vitex which is contained in any of the foregoing documentsTeleSpectrum.

Registration Statement; Proxy Statement/Prospectus. The written information to be supplied by Pentose TSI for inclusion in the registration statement on Form S-4 pursuant to which shares of Eclipsys Voting Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement (as defined in Section 2.04(b)Statement") shall not at the time it becomes the Registration Statement is declared effective under by the Securities Act, SEC 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 the Registration Statement, in light of the circumstances under which they were made, not misleading. The Pentose Financials to be information supplied by Pentose TSI for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied by Pentose for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Pentose Eclipsys and the stockholders of Vitex and TSI in connection with the vote meeting of PentoseTSI's stockholders to consider the approval of this Agreement (the "Pentose TSI Stockholders' Meeting") to consider this Agreement and the Merger and in connection with the meeting of Vitex's Eclipsys' stockholders (the "Eclipsys Stockholders' Meeting") to consider the approval of this Agreement and the issuance of shares of Vitex Eclipsys Voting Common Stock pursuant to the terms of the Merger (the "Vitex Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to Vitex's stockholdersstockholders of TSI or Eclipsys, and at the time of the Vitex TSI Stockholders' MeetingMeeting and the Eclipsys Stockholders' Meeting and at the Effective 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 omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Vitex TSI Stockholders' Meeting or the Eclipsys Stockholders' Meeting which has become false or misleading. The Proxy Statement 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 Pentose TSI or any of its affiliatesAffiliates, officers or directors should be discovered by Pentose TSI which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Pentose TSI shall promptly inform Vitex. Notwithstanding the foregoing, Pentose makes no representation or warranty with respect to any information supplied by Vitex which is contained in any of the foregoing documentsEclipsys.

Registration Statement; Proxy Statement/Prospectus. The written information to be supplied by Pentose Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement (as defined in Section 2.04(bStatement")) , shall not at the time it becomes the Registration Statement is declared effective under by the Securities Act, SEC 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 the Registration Statement, in light of the circumstances under which they were made, not misleading. The Pentose Financials information to be supplied by Pentose Seller for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied by Pentose for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Pentose Buyer and the stockholders of Vitex and Seller in connection with the vote meeting of PentoseSeller's stockholders to consider the approval of this Agreement and the Merger (the "Pentose Stockholders' Seller Meeting") and in connection with the meeting of VitexBuyer's stockholders (the "Buyer Meeting") to consider the approval of this Agreement and the issuance of shares of Vitex Buyer Common Stock pursuant to the terms of the Merger (the "Vitex Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to Vitex's stockholdersstockholders of Seller or Buyer, and at the time of the Vitex Seller Stockholders' MeetingMeeting and the Buyer Stockholders' Meeting and at the Effective 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 omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Vitex Stockholders' Seller Meeting or the Buyer Meeting which has become false or misleading. The Proxy Statement 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 Pentose Seller or any of its affiliatesAffiliates, officers or directors should be discovered by Pentose Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Pentose Seller shall promptly inform VitexBuyer. Notwithstanding the foregoing, Pentose makes no representation or warranty with respect to any information supplied by Vitex which is contained in any of the foregoing documents.Section 3.17

Registration Statement; Proxy Statement/Prospectus. The written Chem-Con, the Sullivans and the Xxxxxxxx Trusts, jointly and severally, covenant and agree that the information to be supplied by Pentose Chem-Con, the Sullivans and/or the Xxxxxxxx Trusts pursuant to this Agreement and the Chem-Met Agreement for inclusion in the Registration Statement (as defined pursuant to which shares of Perma-Fix Common Stock issued in Section 2.04(b)) the Mergers will be registered under the Securities Act shall not at the time it becomes the Registration Statement is declared effective under by the Securities Act, SEC ("Effective Date") 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 the Registration Statement, in light of the circumstances under which they were made, not misleading. The Pentose Financials to be supplied by Pentose for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied by Pentose Chem-Con, the Sullivans and/or the Xxxxxxxx Trusts for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of Pentose and the stockholders of Vitex and in connection with the vote of Pentose's stockholders to consider the approval of this Agreement (the "Pentose Stockholders' Meeting") and Perma-Fix in connection with the meeting of VitexPerma-Fix's stockholders (the "Perma-Fix Stockholders' Meeting") to consider this Agreement, the approval of this Agreement Mergers and the issuance of shares of Vitex Perma-Fix Common Stock pursuant to the terms of the Merger (the "Vitex Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") Mergers shall not, on the date the Proxy Statement is first mailed to Vitex's stockholdersstockholders of Perma-Fix, and at the time of the Vitex Perma- Fix Stockholders' MeetingMeeting and at the Effective 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 omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Vitex Perma-Fix Stockholders' Meeting which has become false or misleading. The Proxy Statement 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 Pentose Chem-Con or any of its affiliatesAffiliates, officers officers, directors, employees or directors shareholders which should be discovered by Pentose Chem-Con, the Sullivans and/or the Xxxxxxxx Trusts which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Pentose Chem-Con, the Sullivans and/or the Xxxxxxxx Trusts shall promptly inform Vitex. Notwithstanding the foregoing, Pentose makes no representation or warranty with respect to any information supplied by Vitex which is contained in any of the foregoing documentsPerma-Fix.

Registration Statement; Proxy Statement/Prospectus. The written information supplied to Alchemy by Pentose Cigarette expressly for inclusion in the registration statement on Form S-4 pursuant to which shares of Alchemy Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement (as defined in Section 2.04(b)Statement") shall not does not, and at the time it becomes the Registration Statement is declared effective under by the Securities ActSEC shall not, 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 the Registration Statement, in light of the circumstances under which they were made, not misleading. The Pentose Financials to be supplied by Pentose for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied to Alchemy by Pentose Cigarette expressly for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders shareholders of Pentose and the stockholders of Vitex and Cigarette in connection with the vote special meeting of PentoseCigarette's stockholders shareholders to consider the approval of this Agreement and the Merger (the "Pentose Stockholders' Cigarette Shareholder Meeting") and to the shareholders of Alchemy in connection with the meeting of Vitex's stockholders Alchemy shareholders to consider the approval of this Agreement and approve the issuance of shares of Vitex Alchemy Common Stock pursuant in connection with the meeting of Alchemy shareholders to approve the terms issuance of Alchemy Common Stock in connection with the Merger transactions contemplated by this Agreement (the "Vitex Stockholders' Alchemy Shareholder Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to Vitex's stockholdersshareholders of Cigarette and shareholders of Alchemy, and at the time of the Vitex Stockholders' Cigarette Shareholder Meeting, the Alchemy Shareholder Meeting or at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Vitex Stockholders' Cigarette Shareholders Meeting or the Alchemy Shareholders Meeting which has become false or misleading. The Proxy Statement 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 Pentose Cigarette or any of its affiliatesAffiliates, officers or directors should be discovered by Pentose Cigarette which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Pentose Cigarette shall promptly inform Vitex. Notwithstanding the foregoing, Pentose makes no representation or warranty with respect to any information supplied by Vitex which is contained notify Alchemy of such event in any of the foregoing documentsreasonable detail.

Registration Statement; Proxy Statement/Prospectus. The written information related to COR or to be supplied in writing by Pentose COR for inclusion in the registration statement on Form S-4 pursuant to which shares of Millennium Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement Statement"), or for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act (as defined in Section 2.04(beach a "Regulation M-A Filing")) , shall not at the time the Registration Statement is declared effective by the SEC or any Regulation M-A Filing is filed with the SEC, or at any time it becomes effective under the Securities Actis amended or supplemented, contain any untrue statement of a 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 Registration Statement not misleading. The Pentose Financials information related to COR or to be supplied in writing by Pentose COR or any of its Subsidiaries for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied by Pentose for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Pentose Millennium and the stockholders of Vitex and COR in connection with the vote meeting of PentoseCOR's stockholders to consider the approval of this Agreement and the Merger (the "Pentose Stockholders' COR Meeting") and in connection with the meeting of VitexMillennium's stockholders (the "Millennium Meeting") to consider the approval of this Agreement and the issuance of shares of Vitex Millennium Common Stock pursuant to the terms of the Merger (the "Vitex Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to Vitex's stockholdersstockholders of COR or Millennium, and at the time of the Vitex Stockholders' MeetingCOR Meeting or the Millennium Meeting or at the Effective 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 omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Vitex Stockholders' COR Meeting or the Millennium Meeting which has become false or misleading. The Proxy Statement 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 Pentose COR or any of its affiliatesAffiliates, officers or directors should be discovered by Pentose COR which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Pentose COR shall promptly inform Vitex. Notwithstanding the foregoing, Pentose makes no representation or warranty with respect to any information supplied by Vitex which is contained in any of the foregoing documentsMillennium.

Registration Statement; Proxy Statement/Prospectus. The written information supplied to Alchemy by Pentose Cigarette expressly for inclusion in the registration statement on Form S-4 pursuant to which shares of Alchemy Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement (as defined in Section 2.04(b)Statement") shall not does not, and at the time it becomes the Registration Statement is declared effective under by the Securities ActSEC shall not, 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 the Registration Statement, in light of the circumstances under which they were made, not misleading. The Pentose Financials to be supplied by Pentose for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied to Alchemy by Pentose Cigarette expressly for inclusion in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders shareholders of Pentose and the stockholders of Vitex and Cigarette in connection with the vote special meeting of PentoseCigarette's stockholders shareholders to consider the approval of this Agreement and the Merger (the "Pentose Stockholders' Cigarette Shareholder Meeting") and to the shareholders of Alchemy in connection with the meeting of Vitex's stockholders Alchemy shareholders to consider the approval of this Agreement and approve the issuance of shares of Vitex Alchemy Common Stock pursuant in connection with the meeting of Alchemy shareholders to approve the terms issuance of Alchemy Common Stock in connection with the Merger transactions contemplated by this Agreement (the "Vitex Stockholders' Alchemy Shareholder Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to Vitex's stockholdersshareholders of Cigarette and shareholders of Alchemy, and at the time of the Vitex Stockholders' Cigarette Shareholder Meeting, the Alchemy Shareholder Meeting or at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, make in light of the circumstances under which they are made, 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 Vitex Stockholders' Cigarette Shareholders Meeting or the Alchemy Shareholders Meeting which has become false or misleading. The Proxy Statement 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 Pentose Cigarette or any of its affiliatesAffiliates, officers or directors should be discovered by Pentose Cigarette which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Pentose Cigarette shall promptly inform Vitex. Notwithstanding the foregoing, Pentose makes no representation or warranty with respect to any information supplied by Vitex which is contained notify Alchemy of such event in any of the foregoing documentsreasonable detail.

Registration Statement; Proxy Statement/Prospectus. The written Chem- Met, the Sullivans and the Sullivan Trusts, joixxxx xxx severally, covenant and agree that the information to be supplied by Pentose Chem-Met, the Sullivans and/or the Sullivan Trusts xxxxxxxt to this Agreement and the Chem-Con Agreement for inclusion in the Registration Statement (as defined pursuant to which shares of Perma-Fix Common Stock issued in Section 2.04(b)) the Merger will be registered under the Securities Act shall not at the time it becomes the Registration Statement is declared effective under by the Securities Act, SEC ("Effective Date") 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 the Registration Statement, in light of the circumstances under which they were made, not misleading. The Pentose Financials to be supplied by Pentose for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied by Pentose Chem-Met, the Sullivans and/or the Sullivan Trusts for inclusion xxxxxxxxn in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of Pentose and the stockholders of Vitex and in connection with the vote of Pentose's stockholders to consider the approval of this Agreement (the "Pentose Stockholders' Meeting") and Perma-Fix in connection with the meeting of VitexPerma-Fix's stockholders (the "Perma-Fix Stockholders' Meeting") to consider this Agreement, the approval of this Agreement Merger and the issuance of shares of Vitex Perma-Fix Common Stock pursuant to the terms of the Merger (the "Vitex Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to Vitex's stockholdersstockholders of Perma-Fix, and at the time of the Vitex Perma- Fix Stockholders' MeetingMeeting and at the Effective 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 omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, 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 Vitex Perma-Fix Stockholders' Meeting which has become false or misleading. The Proxy Statement 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 Pentose Chem-Met or any of its affiliatesAffiliates, officers officers, directors, employees or directors shareholders which should be discovered by Pentose which should Chem-Met, the Sullivans and/or the Sullivan Trusts whicx xxxxxx be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Pentose shall promptly Chem-Met, the Sullivans and/or the Sullivan Trusts xxxxx xromptly inform Vitex. Notwithstanding the foregoing, Pentose makes no representation or warranty with respect to any information supplied by Vitex which is contained in any of the foregoing documentsPerma-Fix.

Registration Statement; Proxy Statement/Prospectus. The written information supplied by Pentose Target expressly for the purpose of inclusion in the registration statement (the "Registration Statement Statement") on Form S-4 (or such other or successor form as defined shall be appropriate) pursuant to which the issuance of the shares of Acquiror Common Stock to be issued in Section 2.04(b)the Merger will be registered with the Securities and Exchange Commission (the "SEC") shall not at the time it becomes the Registration Statement (including any amendments or supplements thereto) is declared effective under by the Securities Act, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Pentose Financials to be supplied by Pentose for inclusion in the Registration Statement will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The written information supplied by Pentose Target expressly for the purpose of inclusion in the proxy statement/prospectus to be sent to the stockholders of Pentose Target and the stockholders of Vitex and Acquiror in connection with the vote meetings of PentoseTarget's stockholders to consider the approval of this Agreement (the "Pentose Stockholders' Target Stockholders Meeting") and Acquiror's stockholders (the "Acquiror Stockholders Meeting") to be held in connection with the meeting of Vitex's stockholders to consider the approval of this Agreement and the issuance of shares of Vitex Common Stock pursuant to the terms of the Merger (the "Vitex Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to VitexTarget's stockholders and Acquiror's stockholders, and at the time of the Vitex Stockholders' MeetingTarget Stockholders Meeting and Acquiror's Stockholders Meeting and at the Effective Time, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made 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 Vitex Stockholders' Meeting which has become false or misleading. The Proxy Statement 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 Pentose or any of its affiliates, officers or directors information should be discovered by Pentose Target which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Pentose Target shall promptly inform VitexAcquiror. Notwithstanding the foregoing, Pentose Target makes no representation representation, warranty or warranty covenant with respect to any information supplied by Vitex which Acquiror that is contained in any of the foregoing documents.