AS THE CASE MAY BE, AND THE RULES AND
REGULATIONS OF THE SEC PROMULGATED THEREUNDER APPLICABLE TO SUCH WWAG SEC
DOCUMENTS.
EXCEPT TO THE EXTENT REVISED OR SUPERSEDED BY A SUBSEQUENT FILING
WITH THE SEC (A COPY OF WHICH HAS BEEN PROVIDED TO ALLCOM PRIOR TO THE DATE OF
THIS AGREEMENT), NONE OF THE WWAG SEC DOCUMENTS CONTAINED ANY UNTRUE STATEMENT
OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. THE CONSOLIDATED
FINANCIAL STATEMENTS OF WWAG INCLUDED IN SUCH WWAG SEC DOCUMENTS COMPLY AS TO
FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE
PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO, HAVE BEEN
PREPARED IN ACCORDANCE WITH GAAP (EXCEPT, IN THE CASE OF UNAUDITED CONSOLIDATED
QUARTERLY STATEMENTS, AS PERMITTED BY FORM 10-Q OF THE SEC) APPLIED ON A
CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT AS MAY BE INDICATED IN THE
NOTES THERETO) AND FAIRLY PRESENT THE CONSOLIDATED FINANCIAL POSITION OF WWAG
AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE DATES THEREOF AND THE CONSOLIDATED
RESULTS OF OPERATIONS AND CHANGES IN CASH FLOWS FOR THE PERIODS THEN ENDED
(SUBJECT, IN THE CASE OF UNAUDITED QUARTERLY STATEMENTS, TO NORMAL YEAR-END
AUDIT ADJUSTMENTS AS DETERMINED BY WWAG'S INDEPENDENT ACCOUNTANTS).
EXCEPT AS
SET FORTH IN THE WWAG SEC DOCUMENTS, AT THE DATE OF THE MOST RECENT FINANCIAL
STATEMENTS OF WWAG INCLUDED IN THE WWAG SEC DOCUMENTS, WWAG HAS NOT INCURRED ANY
LIABILITIES OR MONETARY OBLIGATIONS OF ANY NATURE (WHETHER ACCRUED, ABSOLUTE,
CONTINGENT OR OTHERWISE), WHICH, INDIVIDUALLY, OR IN THE AGGREGATE, COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON WWAG.
(B)
EXCEPT AS DISCLOSED IN THE WWAG SEC DOCUMENTS
FILED PRIOR TO THE DATE HEREOF OR AS SET FORTH IN THIS AGREEMENT, SINCE
SEPTEMBER 30, 2014 (THE "WWAG BALANCE SHEET DATE"), THERE HAS BEEN NO MATERIAL
ADVERSE EFFECT WITH RESPECT TO ALLCOM.
(C)
EXCEPT AS DISCLOSED IN THE WWAG SEC DOCUMENTS
FILED PRIOR TO THE DATE HEREOF OR AS PROVIDED IN THIS AGREEMENT, SINCE THE WWAG
BALANCE SHEET DATE, WWAG HAS NOT
ISSUED, SOLD OR OTHERWISE DISPOSED OF, OR
AGREED TO ISSUE, SELL OR OTHERWISE DISPOSE OF, ANY CAPITAL STOCK OR ANY OTHER
SECURITY OF WWAG AND HAS NOT GRANTED OR AGREED TO GRANT ANY OPTION, WARRANT OR
OTHER RIGHT TO SUBSCRIBE FOR OR TO PURCHASE ANY CAPITAL STOCK OR ANY OTHER
SECURITY OF WWAG OR HAS INCURRED OR AGREED TO INCUR ANY INDEBTEDNESS FOR
BORROWED MONEY.
4.6.
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS DISCLOSED IN THE
WWAG SEC DOCUMENTS FILED PRIOR TO THE DATE HEREOF OR AS SET FORTH ON SCHEDULE
4.7, SINCE THE WWAG BALANCE SHEET DATE, WWAG HAS CONDUCTED ITS BUSINESS ONLY IN
THE ORDINARY COURSE CONSISTENT WITH PAST PRACTICE IN LIGHT OF ITS CURRENT
BUSINESS CIRCUMSTANCES, AND THERE IS NOT AND HAS NOT BEEN ANY:
(a)
Material Adverse Effect with respect to WWAG;
(b)
Event