In connection with the purchase of the BUYER Shares by SELLER, BUYER has disclosed to SELLER all material facts and information concerning BUYER, its Condition and the BUYER Shares, and has not made any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements contained herein not misleading per BUYER’s filings with the SEC. There is no fact or circumstance which has, or is reasonably likely to have, an adverse effect on SELLER which has not been disclosed herein and known by SELLER.