Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, HBD confirms that neither it nor any other Person acting on its behalf has provided the Company or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise publicly disclosed. HBD understands and confirms that the Company will rely on the foregoing representation in effecting transactions in securities of SED. All of the disclosure furnished by or on behalf of HBD or SED to the Company regarding SED and its Subsidiaries, their respective businesses and the transactions contemplated hereby is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. HBD acknowledges and agrees that the Company does not make and has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof.