SECURITY AND UNEMPLOYMENT TAXES IMPOSED BY THE UNITED STATES, OR ANY STATE,
COUNTY, LOCAL OR FOREIGN GOVERNMENT, OR ANY SUBDIVISION OR AGENCY THEREOF, OR
TAXING AUTHORITY THEREIN, AND ANY INTEREST, PENALTIES OR ADDITIONS TO TAX
RELATING TO SUCH TAXES, CHARGES, FEES, LEVIES OR OTHER ASSESSMENTS. COPIES OF
ALL TAX RETURNS FOR EACH FISCAL YEAR SINCE THE FORMATION OF APOLLO HAVE BEEN
FURNISHED OR MADE AVAILABLE TO THE SELLING STOCKHOLDER OR TO ITS REPRESENTATIVES
AND SUCH COPIES ARE ACCURATE AND COMPLETE AS OF THE DATE THEREOF.
APOLLO HAS
ALSO FURNISHED OR MADE AVAILABLE TO THE SELLING STOCKHOLDER OR ITS
REPRESENTATIVES CORRECT AND COMPLETE COPIES OF ALL NOTICES AND CORRESPONDENCE
SENT OR RECEIVED SINCE THE FORMATION OF APOLLO BY APOLLO TO OR FROM ANY FEDERAL,
STATE, OR LOCAL TAX AUTHORITIES.
APOLLO HAS ADEQUATELY RESERVED FOR THE PAYMENT
OF ALL MATERIAL APOLLO TAXES WITH RESPECT TO PERIODS ENDED ON, PRIOR TO OR
THROUGH THE DATE OF APOLLO'S BALANCE SHEETS FOR WHICH TAX RETURNS HAVE NOT YET
BEEN FILED. IN THE ORDINARY COURSE, APOLLO MAKES ADEQUATE PROVISION ON ITS BOOKS
FOR THE PAYMENT OF ALL APOLLO TAXES (INCLUDING FOR THE CURRENT FISCAL PERIOD)
OWED BY APOLLO. EXCEPT TO THE EXTENT RESERVES THEREFORE ARE REFLECTED ON ITS
BALANCE SHEET, APOLLO IS NOT LIABLE OR WILL NOT BECOME LIABLE, FOR ANY APOLLO
TAXES FOR ANY PERIOD ENDING ON, PRIOR TO OR THROUGH THE DATES OF THOSE BALANCE
SHEETS. EXCEPT AS DISCLOSED ON SCHEDULE 6.2(H), APOLLO HAS NOT BEEN SUBJECT TO A
FEDERAL OR STATE TAX AUDIT OF ANY KIND AND NO ADJUSTMENT HAS BEEN PROPOSED BY
THE IRS WITH RESPECT TO ANY RETURN FOR ANY SUBSEQUENT YEAR. WITH RESPECT TO THE
AUDITS REFERRED TO ON SCHEDULE 6.2(H) HERETO, NO SUCH AUDIT HAS RESULTED IN AN
ADJUSTMENT IN EXCESS OF $25,000.
(I)
SUBSIDIARIES.
EXCEPT AS REFLECTED ON
SCHEDULE 6.2(I), NEITHER APOLLO LNG NOR APOLLO HAS ANY SUBSIDIARIES.
(J)
APOLLO LNG BUSINESS ACTIVITIES. APOLLO
LNG WAS CAPITALIZED IN A TRANSACTION PURSUANT TO THE TRANSFER AND EXCHANGE
AGREEMENT, IMMEDIATELY PRIOR TO THE EXECUTION AND DELIVERY BY APOLLO LNG OF THIS
AGREEMENT, AND PRIOR TO SUCH CAPITALIZATION HAD NO SHAREHOLDERS OR EMPLOYEES,
HAD CONDUCTED NO BUSINESS ACTIVITIES, AND HAD NO ASSETS, PROPERTIES OR
LIABILITIES OF ANY NATURE WHATSOEVER (WHETHER DUE OR TO BECOME DUE, ACCRUED,
CONTINGENT OR OTHERWISE).
(K)
CAPITALIZATION OF APOLLO LNG.
THE
AUTHORIZED STOCK OF APOLLO AND APOLLO LNG AND THE NUMBER OF SHARES OF CAPITAL
STOCK THAT ARE ISSUED AND OUTSTANDING OF APOLLO AND APOLLO LNG ARE SET FORTH IN
SCHEDULE 6.2(K) HERETO. THE SHARES LISTED ON SCHEDULE 6.2(K) HERETO CONSTITUTE
ALL THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF APOLLO AND APOLLO LNG
AND HAVE BEEN VALIDLY AUTHORIZED AND ISSUED, ARE FULLY PAID AND NONASSESSABLE,
HAVE NOT BEEN ISSUED IN VIOLATION OF ANY PREEMPTIVE RIGHTS OR OF ANY FEDERAL OR
STATE SECURITIES LAW AND NO PERSONAL LIABILITY IS ATTACHED TO THE OWNERSHIP
THEREOF. EXCEPT AS SET FORTH ON SCHEDULE 6.2(K), THERE IS NO SECURITY, OPTION,
WARRANT, RIGHT, CALL, SUBSCRIPTION, AGREEMENT, COMMITMENT OR UNDERSTANDING OF
ANY