Financial Condition; Financial Statements. The consolidated financial statements and schedules, if any, of Holdings and its Subsidiaries, and the related notes thereto, included or incorporated by reference in the Preliminary Offering Memorandum present fairly in all material respects the financial position of Holdings and the Borrower as of the respective dates of such financial statements and schedules, and the results of operations and cash flows of Holdings and its Subsidiaries for the respective periods covered thereby; such statements, schedules and related notes have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis as certified by the independent public accountants named therein; no other consolidated financial statements or schedules, if any, of Holdings and its Subsidiaries are required to be included or incorporated by reference in the Preliminary Offering Memorandum; and the summary historical financial data included in the Preliminary Offering Memorandum under the caption “Summary—Summary Financial Data—Summary Historical and Pro Forma Financial Data of SunOpta” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” present fairly in all material respects the information set forth therein.

To Ensure the Integrity of Financial Information. The Audit Committee of the Board evaluates the integrity of Scio Diamond’s accounting and financial reporting systems, including the audit of the Company’s annual financial statements by the independent auditors, and that appropriate disclosure controls and procedures and systems of internal control are in place. The Audit Committee reports to the Board on a regular basis and the Board, upon the recommendation of the Audit Committee, takes the actions that are necessary to ensure the integrity of Scio Diamond’s accounting and financial reporting systems and that such controls are in place in accordance with SEC and NASDAQ requirements.

Information. It acknowledges that: # it is not being provided with the disclosures that would be required if the offer and sale of the Subordinated Notes were registered under the Securities Act, nor is it being provided with any offering circular, private placement memorandum or prospectus prepared in connection with the offer and sale of the Subordinated Notes; # it has conducted its own examination of the Company and the terms of the Subordinated Notes to the extent it deems necessary to make its decision to invest in the Subordinated Notes; # it has availed itself of publicly available financial and other information concerning the Company to the extent it deems necessary to make its decision to purchase the Subordinated Notes (including meeting with representatives of the Company); and # it has not received nor relied on any form of general solicitation or general advertising (within the meaning of Regulation D) from the Company in connection with the offer and sale of the Subordinated Notes. It has reviewed the information set forth in the Company’s Reports, the exhibits and schedules thereto and hereto and the information contained in the data room established by the Company in connection with the transactions contemplated by this Agreement.

Information. To enable the Committee to perform its functions, the Employer shall supply full and timely information to the Committee on all matters necessary for administration of the Plan.

Information. In connection with ICV’s activities hereunder, the Company will cooperate with ICV and furnish ICV upon request with all information regarding the business, operations, properties, financial condition, management and prospects of the Company (all such information so furnished being the “Information”) which ICV deems appropriate. The Company recognizes and confirms that ICV: # will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; # does not assume responsibility for the accuracy or completeness of the Information and such other information; and # will not make an appraisal of any assets of the Company. Any advice rendered by ICV pursuant to this Agreement may not be disclosed publicly without ICV’s prior written consent.

Information. The ​ acknowledges review of reports filed by AVRS with the U.S. Securities and Exchange Commission, and that AVRS has provided the ​ with no indication of any value of the Shares or of AVRS. There have been no representations, warranties or promises made to ​ by AVRS or any representative of AVRS that the Shares will appreciate in value, or that there will be any market for the resale of the Shares by the ​. The ​ understands that the Shares are extremely speculative and subject to a high degree of risk of loss of the ​’s investment. The ​ and the ​’s advisors, if any, have conducted their own investigation with respect to AVRS and the Shares, and have not relied upon any representation of AVRS in making the decision to invest in the Shares (other than those representations set forth in Section 2 of this Agreement). The ​ has had an opportunity to discuss the terms and conditions of the investment in the Shares with management of AVRS and to obtain any additional information regarding the investment or AVRS that it has requested of management.

Information. ​ understands that its investment in the Purchase Shares involves a high degree of risk. ​ # is able to bear the economic risk of an investment in the Purchase Shares including a total loss thereof, # has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Purchase Shares and # has had an opportunity to ask questions of and receive answers from the officers of ​ concerning the financial condition and business of ​ and others matters related to an investment in the Purchase Shares. Neither such inquiries nor any other due diligence investigations conducted by ​ or its representatives shall modify, amend or affect ​’s right to rely on ​'s representations and warranties contained in Section 4 below. ​ has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Purchase Shares.

Information. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors and the Company’s responses thereto have been and will continue to be full, plain and true disclosure.. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company.

Information. Information about you and your participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. You understand that such processing of this information may need to be carried out by Gentex and its Subsidiaries and by third party administrators whether such persons are located within your country or elsewhere, including the United States of America. You consent to the processing of information relating to you and your participation in the Plan in any one or more of the ways referred to above.