Accuracy of Data. The ​ acknowledges that, at the [[Organization A:Organization]]’s request, it has provided the [[Organization A:Organization]] with the data described in [Schedule X] prior to the Closing Date. All data and factual information described in [Schedule X] was complete and accurate in all material respects as of the date the document containing the information was prepared; provided that the ​ makes no representation or warranty with respect to any projections or forecasts therein other than that the model(s) and assumptions on the basis of which such projections and forecasts were prepared are # reasonable and # were prepared in good faith and in accordance with sound actuarial principles. The ​ has not become aware, since the respective date on which such documents were prepared, of any omissions, errors or discrepancies that would materially affect such information as of such date. For the avoidance of doubt, nothing in this [Section 16.01(f)] shall be construed as a warranty by

Accuracy of Disclosure. All written information (other than projections, estimates, budgets, forward-looking statements or general market data) heretofore or contemporaneously herewith furnished by the Company or any Subsidiary to the Administrative Agent or any Lender about the Company and its Subsidiaries for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all written information (other than projections, estimates, budgets, forward-looking statements or general market data) hereafter furnished by or on behalf of the Company or any Subsidiary to the Administrative Agent or any Lender pursuant hereto or in connection herewith will be, when taken as a whole, true and accurate in every material respect on the date as of which such written information is dated or certified, and none of such written information is or will be incomplete by omitting to state any material fact necessary to make such information not materially misleading in light of the circumstances under which made. With respect to any projections, estimates, budgets, forward-looking statements or general market data heretofore or contemporaneously herewith furnished by the Company or any Subsidiary to the Administrative Agent or any Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby, the Company hereby confirms that such materials have been or will be prepared in good faith based upon assumptions believed by senior management of the Company to be reasonable at the time made. The Lenders understand that actual results for the period or periods covered by any such projections and forecasts will likely differ from projected or forecasted results. Any information provided by the Company or a Subsidiary with respect to any Person or assets acquired or to be acquired by the Company or any Subsidiary will, for all periods prior to the consummation of the acquisition, be limited to the knowledge of the Company or the acquiring Subsidiary after due inquiry.

Section # Financial Information; No Material Adverse Effect; Accuracy of Information 34

Section # Accuracy of Information, Etc.

#Accuracy and Completeness of Information

SECTION # Accuracy of Information, etc 8581

and preferences set forth in the Securities. Assuming # the accuracy of the information provided by the respective

Accuracy of Financial Statements. The terms set forth in this Binding Letter of Intent are based on the parties' assumption that [[Organization B:Organization]]’s balance sheets, income statements, of cash flows, and notes (the “Financial Statements”) for the fiscal years ending December 31, 2018, December 31, 2019 and December 31, 2020, will be prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, and that such Financial Statements shall fairly represent [[Organization B:Organization]]’s financial condition and the results of its operations for those periods; and prior to the Closing of the Acquisition, and within 71 days of the execution of the Acquisition Agreement, any necessary audits for the foregoing periods of [[Organization B:Organization]] (the “[[Organization B:Organization]] Audits”) shall be performed and completed by a PCAOB registered auditing firm as selected by the Company, currently intended to be BF Borgers.

Accuracy, Error, Defect in Graphite Materials or Graphite Information. WuXi ATU is not liable for # any error or defect in, or the accuracy of Graphite Materials or Graphite Information or for any error or defect in the Services arising out of or related to any inaccuracies, error or defect in such Graphite Materials or Graphite Information, nor for # any consequences of such inaccuracies, errors or defects, including but not limited to, any liability arising out of any delay by WuXi ATU to timely perform the Services.

Accuracy of Purchaser Representations. Shareholders represent that the information and representations contained in this letter are true, correct and complete.