REPRESENTATIONS AND WARRANTIES OF LIGHTTOUCH AND ACQUISITION CORP. LightTouch and Acquisition Corp represent and warrant to Vanishing Point as set forth below. None of such representations and warranties shall be deemed waived, and each shall be effective, regardless of any due diligence or investigation that may have been made at any time by or on behalf of Vanishing Point or any prior knowledge by or on the part of Vanishing Point or its directors, officers, employees or agents. Any exceptions to such representations and warranties shall be disclosed on the written disclosure schedule dated the date hereof and delivered by LightTouch to Vanishing Point (the "LIGHTTOUCH DISCLOSURE SCHEDULE") and shall make explicit reference to the particular representation or warranty as to which exception is taken, which in each case shall constitute the sole representation and warranty to which such exception shall apply. Except to the extent that the context clearly indicates otherwise, the representations and warranties regarding LightTouch shall also be deemed to be representations and warranties regarding each subsidiary of LightTouch and the business, assets, material contracts, and liabilities of each of them.
