Common use of Financial Statements Clause in Contracts

Financial Statements. The financial statements included in the Registration Statement and the Prospectus, together with the related notes, present fairly the financial position of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.

Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related notesapplicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of net proceeds, statement of members' equity their operations and statement of the changes in their cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedcovered thereby, except as disclosed in the notes thereto. The selected case of any unaudited, interim financial data statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the summary other financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement. The , the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; all disclosures included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (Aas such term is defined by the rules and regulations of Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable; and any pro forma financial statements information and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules applicable requirements of the Securities Act and guidelines (including any modification of such rules and guidelines contained in the February 25Exchange Act, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described thereinas applicable, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of members' stockholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules comply in all material respects as to form with the applicable accounting requirements of the 1933 Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedinvolved (“GAAP”), except as disclosed may be expressly stated in the related notes thereto. The selected financial data set forth in the preliminary prospectus and the summary financial information included Prospectus under the caption “Capitalization” fairly presents in the Prospectus present fairly all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration StatementGeneral Disclosure Package and the Prospectus. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and, subject to such rules and guidelines, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the ProspectusRegistration Statement, neither Diamond Growersthe General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, Diamond Foods nor any Subsidiary (as defined herein) the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has engaged been prepared in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of accordance with the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) Commission’s rules and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.guidelines applicable thereto.

Financial Statements. The financial statements included in the Registration Statement and the Prospectus, together with the related notesnotes and schedules present fairly, present fairly in all material respects, the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries at the Subsidiaries as of the dates indicated and the statement consolidated results of net proceedsoperations, statement of members' equity and statement of cash flows and changes in stockholders’ equity of Diamond Growers the Company and its consolidated subsidiaries the Subsidiaries for the periods specified; said financial statements , and have been prepared in material compliance with the requirements of the Securities Act and the Exchange Act and in conformity with United States generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout during the periods involved, except as disclosed in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and all adjustments necessary for a fair presentation of results for such periods have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) made; all pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present presents fairly in all material respects the information shown therein, have has been prepared in accordance with the Commission's rules provisions of the Securities Act and guidelines (including any modification of such rules the Rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) Regulations with respect to pro forma financial statements and have information, has been properly compiled on the pro forma bases described thereintherein in accordance with the provisions of the Securities Act and the Rules and Regulations, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. Except as set forth ; the summary and selected combined financial and operating data included in the ProspectusRegistration Statement and the Prospectus present fairly in all material respects the information shown therein and such data have been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement or the Prospectus that are not included as required; the Company and the Subsidiaries do not have any material liabilities or obligations, neither Diamond Growers, Diamond Foods nor direct or contingent (including any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined obligations), that are not described in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All Registration Statement and the Prospectus; and any disclosures contained in the Registration Statement and the Prospectus that constitute “non-GAAP financial measures measures” (as such term is defined in by the rules and regulations of the Commission) comply with Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G Exchange Act and Item 10 of Regulation S-K.K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements included in each of the Pre-Effective Registration Statement, the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, together with the related notesschedules and notes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated shown and the statement its results of net proceeds, statement of members' equity operations and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“U.S. GAAP"”) applied on a consistent basis throughout the periods involved, covered thereby except as disclosed for any normal year-end adjustments in the notes theretoCompany’s quarterly financial statements. The selected financial data and the summary other financial information included in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus present has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statementthereby. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in each of the Pre-Effective Registration Statement, the Registration Statement Statement, the Preliminary Prospectus and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth The statistical, industry-related and market-related data included in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K each of the Commission ("Regulation SPre-K")). All non-GAAP financial measures (as defined Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus are based on or derived from sources which the Company reasonably and in Regulation G of good faith believes are reliable and accurate and such data is consistent with the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented sources from which they are derived, in compliance with Regulation G and Item 10 of Regulation S-K.each case in all material respects.

Financial Statements. (a) The financial statements of SCB and its Subsidiaries included (or incorporated by reference) in the Registration Statement and the Prospectus, together with SCB Reports (including the related notes, present fairly where applicable) (i) have been prepared from, and are in accordance with, the financial position books and records of Diamond Growers SCB and its Subsidiaries, (ii) fairly present in all material respects the consolidated subsidiaries at balance sheet, the dates indicated and the statement consolidated statements of net proceedsincome, statement consolidated statements of members' equity and statement comprehensive income, consolidated statements of cash flows flows, and consolidated changes in shareholders’ equity of Diamond Growers SCB and its consolidated subsidiaries Subsidiaries for the respective fiscal periods specified; said financial or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in conformity accordance with generally accepted accounting principles in the United States of America ("GAAP") GAAP consistently applied on a consistent basis throughout during the periods involved, except except, in each case, as disclosed indicated in such statements or in the notes thereto. The selected books and records of SCB and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since January 1, 2020, no independent public accounting firm of SCB has resigned (or informed SCB that it intends to resign) or been dismissed as independent public accountants of SCB as a result of, or in connection with, any disagreements with SCB on a matter of accounting principles or practices, financial data and the summary statement disclosure or auditing scope or procedure. The financial information statements of BSC Bank included in the Prospectus present fairly consolidated reports of condition and income (call reports) of BSC Bank complied, as of their respective dates of filing with the information shown therein FDIC, in all material respects with applicable accounting requirement and have been compiled on a basis consistent with that the published instructions of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Federal Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) Institutions Examination Council with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.thereto.

Financial Statements. The consolidated financial statements included in of the Company and the financial statements of each entity acquired by the Company (each, an “Acquired Entity”) including the schedules and notes thereto, which have been filed as part of the Registration Statement and those included in the Prospectus, together with the related notes, Prospectus present fairly in all material respects the financial position of Diamond Growers the Company, its consolidated subsidiaries and each such Acquired Entity, as applicable, as of the date indicated and the results of its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries at the dates indicated and the statement of net proceedseach such Acquired Entity, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries as applicable, for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedor, if such entity is a foreign entity, such other accounting principles applicable to such foreign entity, (except as disclosed may be expressly stated in the related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. KPMG LLP, whose report is filed with the Commission as a part of the Registration Statement, is, with respect to the Company and its subsidiaries, an independent accountant as required by the Securities Act and the Regulations and have been registered with the Public Company Accounting Oversight Board. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the Registration Statement or the Prospectus, neither Diamond Growersor incorporated by reference therein, Diamond Foods nor any Subsidiary regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in comply with Regulation G of the Exchange Act and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of Securities Act, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The financial statements included in filed with the Commission as a part of or incorporated into the Registration Statement Statement, the Time of Sale Prospectus and the ProspectusProspectus present fairly, together with in all material respects, the related notes, present fairly the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of net proceedstheir operations, statement of members' changes in stockholders’ equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed may be expressly stated in the related notes thereto and except in the case of unaudited financial statements, which are subject to normal recurring year-end adjustments and do not contain certain footnotes as permitted by applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The selected financial data set forth in or incorporated into each of the Registration Statement, the Time of Sale Prospectus and the summary financial information included Prospectus under the captions “Prospectus Supplement Summary—Summary Selected Financial Data,” “Selected Financial Data” and “Capitalization” present fairly, in the Prospectus present fairly all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement. The (A) pro forma financial statements , the Time of Sale Prospectus and the related notes thereto and (B) information set forth Prospectus. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in "Managements Discussion and Analysis or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of Financial Condition and Results of Operations --Supplemental Financial Information" included in or incorporated into the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The consolidated financial statements included in of the Company and the financial statements of each entity acquired by the Company (each, an “Acquired Entity”), including the schedules and notes thereto, filed as part of the Registration Statement and those included in the Prospectus, together with the related notes, Prospectus present fairly in all material respects the financial position of Diamond Growers the Company, its consolidated subsidiaries and each Acquired Entity, as applicable, as of the date indicated and the results of its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries at the dates indicated and the statement of net proceedseach Acquired Entity, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries as applicable, for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedor, if such entity is a foreign entity, such other accounting principles applicable to such foreign entity, (except as disclosed may be expressly stated in the related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. Ernst & Young LLP, whose report is filed with the Commission as a part of the Registration Statement, are, with respect to the Company and its subsidiaries, independent accountants as required by the Securities Act and the Regulations and have been registered with the Public Company Accounting Oversight Board. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the Registration Statement or the Prospectus, neither Diamond Growersor incorporated by reference therein, Diamond Foods nor any Subsidiary regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged comply in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" all material respects with Regulation G of the Securities Exchange Act of 1934 (as defined in the “Exchange Act”) and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of Securities Act, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The Except as otherwise stated therein and except, in the case of interim periods, for the notes thereto and normal year-end adjustment, (i) the consolidated financial statements and the related notes thereto of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, that would apply to financial statements included in a filing under the Registration Statement Exchange Act or Securities Act and the Prospectus, together with the related notes, present fairly in all material respects the consolidated financial position of Diamond Growers and its consolidated subsidiaries at the Company as of the dates indicated and the statement results of net proceeds, statement of members' equity operations and statement of the changes in cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said , (ii) such financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, covered thereby (except as disclosed in the notes thereto. The selected financial data otherwise noted therein), and the summary financial information supporting schedules included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement. The (A) pro forma financial statements and , the related notes thereto and (B) information set forth in "Managements Discussion and Analysis Time of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Sale Prospectus and the Prospectus present fairly in all material respects the information required to be stated therein, and (iii) the other financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the financial statements presented therein and the accounting records of the Company and presents fairly the information shown thereinthereby. Any interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, have the Time of Sale Prospectus or the Prospectus fairly presents in all material respects the information called for and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto in all material respects. Ernst & Young LLP (including any modification of such rules and guidelines contained in the February 25“Accountants”), 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) who has delivered its audit report with respect to pro forma the Company’s consolidated financial statements and have been properly compiled on schedules, is an independent registered public accounting firm within the bases described therein, applicable rules and regulations adopted by the Commission and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary Public Accounting Oversight Board (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")United States) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.as required by the Securities Act.

Financial Statements. The historical financial statements of the Predecessor included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the respective financial position of Diamond Growers and its consolidated subsidiaries the Predecessor at the dates indicated and the statement results of net proceedsoperations, statement of members' equity changes in partners’ capital, as applicable, and statement of cash flows of Diamond Growers and its consolidated subsidiaries the Predecessor for the periods specified; said and all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") GAAP applied on a consistent basis throughout the periods involved, except as disclosed in involved and comply with all applicable accounting requirements under the notes thereto1933 Act and the 1933 Act Regulations. The selected financial data and the summary financial information supporting schedules, if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be stated therein. The financial information of the Predecessor (other than the pro forma financial information) in the Pre-Pricing Prospectus present and the Prospectus under the captions “Summary—Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth ; and the pro forma information appearing in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) Pre-Pricing Prospectus and the Prospectus under the captions “Summary—Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and has engaged in or effected any transaction or arrangement been compiled on a basis consistent with that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K"))pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. All “non-GAAP financial measures measures” (as such term is defined in Regulation G the rules and regulations of the Commission ("Regulation G"Commission)) , if any, contained in the Registration Statement, the General Disclosure Package and ratios derived using non-GAAP financial measures have been presented in compliance the Prospectus comply with Regulation G and Item 10 of Regulation S-K.K of the Commission, to the extent applicable.

Financial Statements. The financial statements statements, including the notes thereto and the supporting schedules, if any, of the Company included in the Statutory Prospectus, the Prospectus and the Registration Statement and the Prospectus, together with the related notes, present fairly the financial position condition, results of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of members' changes in stockholders’ equity and statement of cash flows of Diamond Growers the Company as of the dates and its consolidated subsidiaries for the periods specified; said financial statements indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). Such financial statements and supporting schedules, if any, have been prepared in conformity with generally accepted accounting principles as applied in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed may be expressly stated in the related notes thereto. The selected No other financial data and the summary financial information statements or supporting schedules are required to be included in the Registration Statement, the Statutory Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Statutory Prospectus and the Prospectus under the captions “Summary—Summary Financial Data” and “Capitalization” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Statutory Prospectus and the Prospectus. The (A) There are no pro forma or as adjusted financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" that are required to be included in the Statutory Prospectus, the Prospectus and the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K X that have not been included as so required. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the Public Company Accounting Oversight Board (the “PCAOB”), has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of Registration Statement, the Commission ("Regulation G")) Statutory Prospectus and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.the Prospectus.

Financial Statements. The consolidated financial statements included in the Registration Statement Statement, the Prospectus and the any Permitted Free Writing Prospectus, together with the related schedules and notes, present fairly the financial position of Diamond Growers the Company and its consolidated subsidiaries the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated indicated, and the statement consolidated statements of net proceedsoperations, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries the Covered Entities for the periods specified; said the supporting schedules included or incorporated by reference in the Registration Statement, if any, fairly present the information required to be stated therein; such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America ("“GAAP"”) applied and on a consistent basis throughout during the periods involved, involved (except as disclosed may be expressly stated in the related notes thereto. The selected ) and in accordance with Regulation S-X promulgated by the Commission; the financial data set forth or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the summary information shown therein and has been compiled on a basis consistent with the financial information statements included in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus; no other financial statements or supporting schedules are required to be included in the Registration Statement; the unaudited pro forma financial information (including the related notes) included in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus present fairly the information shown therein and complies as to form in all material respects with the applicable accounting requirements of the Securities Act, and management of the Company believes that the assumptions underlying the pro forma adjustments are reasonable; such pro forma adjustments have been compiled on a basis consistent with that properly applied to the historical amounts in the compilation of the audited information and such information purported to be shown therein at the respective dates for the respective periods specified; and no other pro forma financial statements information is required to be included or incorporated by reference in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included ; all disclosures contained in the Registration Statement and or the Prospectus present regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in to the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly presents the information shown therein, have called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.applicable thereto.

Financial Statements. The consolidated financial statements included in of the Company and the financial statements of each entity acquired by the Company (each, an “Acquired Entity”) including the schedules and notes thereto, which have been filed as part of the Registration Statement and those included in the Prospectus, together with the related notes, Prospectus present fairly in all material respects the financial position of Diamond Growers the Company, its consolidated subsidiaries and each such Acquired Entity, as of the date indicated and the results of its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries at the dates indicated and the statement of net proceedseach such Acquired Entity, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries as applicable, for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedor, if such entity is a foreign entity, such other accounting principles applicable to such foreign entity, (except as disclosed may be expressly stated in the related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. Deloitte & Touche LLP, whose report is filed with the Commission as a part of the Registration Statement, is, with respect to the Company and its subsidiaries, an independent accountant as required by the Securities Act and the Regulations and have been registered with the Public Company Accounting Oversight Board. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the Registration Statement or the Prospectus, neither Diamond Growersor incorporated by reference therein, Diamond Foods nor any Subsidiary regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" comply with Regulation G of the Securities Exchange Act of 1934 (as defined in the “Exchange Act”) and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of Securities Act, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the Registration Statement SEC Documents complied as to form in all material respects with applicable accounting requirements and the Prospectus, together published rules and regulations of the SEC with the related notes, present fairly the financial position of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said respect thereto. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the United States case of America ("GAAP") applied on a consistent basis throughout the periods involvedunaudited statements, except as disclosed in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinnormal year-end audit adjustments). Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K financial statements of the Commission Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than ("Regulation S-K")). All non-GAAP i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial measures (as defined statements, which, individually or in Regulation G the aggregate, are not material to the financial condition or operating results of the Commission Company. The Company is subject to the reporting requirements of the Exchange Act. For the avoidance of doubt, filing of the documents required in this Section via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system ("Regulation G"“XXXXX”) shall satisfy all delivery requirements of this Section 3.1(h)) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. (a) The financial statements of CBC and its Subsidiaries included (or incorporated by reference) in the Registration Statement and the Prospectus, together with CBC Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of CBC and its Subsidiaries, (ii) fairly present fairly in all material respects the balance sheet, the consolidated statements of income, consolidated statements of comprehensive income, consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Diamond Growers CBC and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries Subsidiaries for the respective fiscal periods specified; said financial or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in conformity accordance with generally accepted accounting principles in the United States of America ("GAAP") GAAP consistently applied on a consistent basis throughout during the periods involved, except except, in each case, as disclosed indicated in such statements or in the notes thereto. The selected books and records of CBC and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since January 1, 2020, no independent public accounting firm of CBC has resigned (or informed CBC that it intends to resign) or been dismissed as independent public accountants of CBC as a result of, or in connection with, any disagreements with CBC on a matter of accounting principles or practices, financial data and the summary statement disclosure or auditing scope or procedure. The financial information statements of CBC Bank included in the Prospectus present fairly consolidated reports of condition and income (call reports) of CBC Bank complied, as of their respective dates of filing with the information shown therein FDIC, in all material respects with applicable accounting requirement and have been compiled on a basis consistent with that the published instructions of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Federal Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) Institutions Examination Council with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.thereto.

Financial Statements. The consolidated financial statements included (including the related notes thereto) of the Company and its subsidiaries and the carve out financial statements for Allstar Business Solutions Limited, Card Payment Services Division (the “Allstar Business”) incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related notesapplicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at or the Allstar Business, as the case may be, as of the dates indicated and the statement results of net proceeds, statement of members' equity their operations and statement of the changes in their cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said such financial statements of the Company and its subsidiaries have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involvedcovered thereby, except as disclosed in the notes thereto. The selected case of unaudited financial data statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission; and the summary other financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement. The (A) , the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its subsidiaries or the Allstar Business, as the case may be, and presents fairly in all material respects the information shown thereby; and the pro forma financial statements information and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present have been prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in, or incorporated by reference in, the Registration Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information shown therein, have called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.applicable thereto.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of members' stockholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved, except as disclosed noted therein. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the notes theretoinformation required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly in all material respect the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto is included in the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, such pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, in each case, in all material respects, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth If applicable, such pro forma adjustments have been properly applied to the historical amounts in the Prospectuscompilation of the information and such information fairly presents with respect to the Company and its consolidated subsidiaries, neither Diamond Growersthe financial position, Diamond Foods nor results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified. No pro forma financial information is required to be included in the Registration Statement, the Prospectus or any Subsidiary Issuer Free Writing Prospectus which is not so included. All disclosures contained in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged comply in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in all material respects with Regulation G under the Exchange Act and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K"))Securities Act, to the extent applicable. All non-GAAP financial measures (as defined The interactive data in Regulation G of eXtensible Business Reporting Language incorporated by reference in the Commission ("Regulation G")) Registration Statement and ratios derived using non-GAAP financial measures have the Prospectus fairly presents the information called for in all material respects and has been presented prepared in compliance accordance in all material respects with Regulation G the Commission’s rules and Item 10 of Regulation S-K.guidelines applicable thereto.

Financial Statements. The financial statements together with related notes and schedules of the Company and its subsidiaries and of any companies, other entities or properties acquired or to be acquired by the Company, in each case included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together present fairly, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the related notesCommission after the date as of which this representation is being made) will present fairly, present fairly at all times during the effectiveness of this Agreement, the financial position condition and the results of Diamond Growers operations of the Company and its consolidated subsidiaries and of such companies, entities and properties, as the case may be, at the indicated dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said indicated periods. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles in the United States of America ("GAAP") accounting, consistently applied on a consistent basis throughout the periods involved, and all adjustments necessary for a fair presentation of results for such periods have been made (except as disclosed to the extent that, in accordance with the notes thereto. The selected financial data 1934 Act and the summary rules and regulations of the Commission thereunder, certain footnotes have been omitted from the financial information statements included in the Company’s Quarterly Reports on Form 10-Q incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus). The summary financial and statistical data included or incorporated by reference in the Registration Statement, the General Disclosure Package and Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in presented therein; the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions assumption used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the ProspectusRegistration Statement, neither Diamond Growers, Diamond Foods nor any Subsidiary the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined hereinby the 1933 Act Regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in comply with Regulation G under the 1934 Act and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of 1933 Act Regulations, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The financial statements included in filed with the Commission as a part of the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, together with the related notes, Prospectus present fairly the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of net proceedstheir operations, statement of members' changes in stockholders’ equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed may be expressly stated in the related notes thereto. The selected interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial data and the summary financial information statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Selected Financial Data” and “Selected Historical Consolidated Financial Data of Savara” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The (A) pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption “Unaudited Pro Forma Condensed Combined Financial Statements” and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included elsewhere in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus present fairly the information shown contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the ProspectusRegistration Statement, neither Diamond Growersany preliminary prospectus, Diamond Foods nor the Prospectus and any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement free writing prospectus that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of by the Commission ("Regulation G")rules and regulations under the Securities Act and the Exchange Act) and ratios derived using non-GAAP financial measures have been presented in compliance comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K.K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The audited financial statements and unaudited interim financial statements of Parent included or incorporated by reference in the Registration Statement Parent Securities Documents, as of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, comply as to form with the then applicable accounting requirements and applicable Canadian Securities Laws and the Prospectusrules and regulations of the SEC (if applicable) with respect thereto, together were prepared in accordance with the related notesIFRS applied on a consistent basis, present and fairly present, in all material respects, the financial position of Diamond Growers Parent as of the dates thereof and its consolidated subsidiaries at the dates indicated and the statement results of net proceedsoperations, statement of members' changes in shareholders’ equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments, none of which have been and are reasonably likely to be material to Parent). The financial statements have been of Parent included in each publicly available final registration statement, prospectus, report, form, schedule, release or proxy material to be filed with the SEC (if applicable) or the Canadian Securities Commissions pursuant to applicable Canadian Securities Laws or federal or state securities Laws after the date hereof until the Effective Time will comply, as of their respective dates of filing with the SEC (if applicable) or the Canadian Securities Commissions, as the case may be, in all material respects with accounting requirements and the published rules and regulations of the SEC (if applicable) or the Canadian Securities Commissions, as applicable with respect thereto, will be prepared in conformity accordance with generally accepted accounting principles in the United States of America ("GAAP") IFRS applied on a consistent basis throughout during the periods involved, involved (except as disclosed may be indicated in the notes thereto. The selected ) and will fairly present the financial data position of Parent as of the dates thereof and the summary financial information included results of their operations and cash flows for the periods then ended (subject, in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that case of the audited financial statements included unaudited statements, to normal year-end audit adjustments which are not, individually or in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown thereinaggregate, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance expected to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinbe material). Except as reflected or reserved against in the balance sheet of Parent dated December 31, 2013 filed by Parent with the Canadian Securities Commission (including the notes thereto, the “Parent Balance Sheet”), Parent does not have any liabilities (absolute, accrued, contingent or otherwise) which are required by IFRS to be set forth on a balance sheet of Parent or in the Prospectusnotes thereto, neither Diamond Growersother than liabilities and obligations incurred since December 31, Diamond Foods nor any Subsidiary (as defined herein) has engaged 2013 in the ordinary course of business which would not, individually or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures aggregate, reasonably be expected to have been presented in compliance with Regulation G and Item 10 of Regulation S-K.a Material Adverse Effect on Parent.

Financial Statements. The financial statements included in the Registration Statement and the Prospectus, together with the related notes, present fairly the financial position of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in of the Registration Statement. The (A) pro forma financial statements and Acquired Fund for the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown thereinfiscal year ended December 31, 2005, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained accounting principles generally accepted in the February 25, 2005 letter from the Commission's Division United States of Corporation Finance to Diamond Growers) with respect to pro forma financial statements America consistently applied and have been properly compiled on audited by Deloitte & Touche LLP . True and complete copies of such statements have been furnished to PVC. Such statements fairly reflect the bases described thereinfinancial condition and the results of operations of the Acquired Fund as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of or the assumptions used Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. The unaudited financial statements of the Acquired Fund for the six months ended June 30, 2006 have been prepared in accordance with accounting principles generally accepted in the preparation thereof are reasonable United States of America consistently applied by WMVT. True and complete copies of such statements have been furnished to PVC. Such statements fairly reflect the financial condition and the adjustments used therein results of operations of the Acquired Fund as of such date and the results of operations and changes in net assets for the periods indicated, and there are appropriate no liabilities of the Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to give effect be disclosed but are not disclosed in such statements. There are no liabilities of any Acquired Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements of the Acquired Fund referred to above, liabilities incurred in the ordinary course of business subsequent to December 31, 2005, liabilities previously disclosed to and accepted by PVC and liabilities which in the aggregate have not been and will not be materially adverse to the transactions and circumstances referred to therein. Except as set forth in the Prospectusfinancial condition, neither Diamond Growersresults of operations, Diamond Foods nor any Subsidiary (as defined herein) has engaged in business or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K assets of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.Acquired Fund.

Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related notesapplicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of net proceeds, statement of members' equity their operations and statement of the changes in their cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified, it being understood that unaudited interim financial statements are subject to normal year-end adjustments; said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involvedcovered thereby, except as disclosed may be otherwise specified therein or to the extent unaudited interim financial statements exclude footnotes or may be condensed or summary statements, and any supporting schedules included or incorporated by reference in the notes thereto. The selected financial data and the summary financial information included in the Prospectus Registration Statement present fairly the information shown therein required to be stated therein; and have been compiled on a basis consistent with that of the audited other financial statements information included or incorporated by reference in the Registration Statement. The , the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly the information shown thereby; all disclosures included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (Aas such term is defined by the rules and regulations of Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable; and the pro forma financial statements information and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules applicable requirements of the Securities Act and guidelines (including any modification of such rules and guidelines contained in the February 25Exchange Act, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described thereinas applicable, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The historical financial statements (including the related notes and supporting schedules) included in the Registration Statement Statement, the Pricing Disclosure Package and the ProspectusProspectus present fairly in all material respects the financial condition of the Partnership or CMO, together as applicable, as of the dates indicated, and comply as to form with the related notes, present fairly applicable accounting requirements of the financial position of Diamond Growers Securities Act and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved, except as disclosed . The summary historical and pro forma financial information set forth in the notes thereto. The selected financial data Registration Statement, the Pricing Disclosure Package and the summary financial information included Prospectus under the captions “Summary—Summary Historical Financial and Operating Data” and “Summary—Summary Unaudited Pro Forma Condensed Combined Financial and Other Information” in the Registration Statement, the Pricing Disclosure Package and the Prospectus present is fairly the information shown therein presented in all material respects and have been compiled prepared on a basis consistent with that of the audited and unaudited historical financial statements from which it has been derived. The pro forma financial statements included in the Registration Statement. The (A) pro forma financial statements and , the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Pricing Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission's rules and guidelines (including any modification applicable accounting requirements of such rules and guidelines contained in the February 25, 2005 letter from Article 11 of Regulation S-X of the Commission's Division of Corporation Finance , except to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described extent disclosed therein, and ; the assumptions used in the preparation thereof are reasonable of such pro forma financial statements are, in the opinion of the management of the Partnership, reasonable; and the pro forma adjustments used therein are appropriate to give effect reflected in such pro forma financial statements have been properly applied to the transactions and circumstances referred historical amounts in compilation of such pro forma financial statements. There are no financial statements (historical or pro forma) that are required to therein. Except as set forth be included in the ProspectusRegistration Statement, neither Diamond Growers, Diamond Foods nor any Subsidiary (Preliminary Prospectus or the Prospectus that are not so included as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K required. The other financial information of the Commission ("Regulation S-K")). All Partnership, the General Partner and their subsidiaries and CMO, including non-GAAP financial measures (as defined measures, if any, contained in Regulation G the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Commission ("Regulation G")) Partnership Entities, and ratios derived using non-GAAP financial measures have been presented fairly presents in compliance with Regulation G and Item 10 of Regulation S-K.all material respects the information purported to be shown thereby.

Financial Statements. Throughout the Term of this Lease, Tenant shall prepare and deliver to Landlord at or prior to the end of each month during the Term hereof, a profit and loss statement and operating balance sheet showing the results of the operation of the Premises for the immediately preceding month and for the calendar year to date. Tenant shall provide Landlord with a complete financial statement which shall be delivered prior to the end of the next following month, in the form customarily provided in the industry and approved in advance by the Landlord, and which shall: (a) be taken from the books and records maintained by Tenant and its manager in the form specified herein; (b) follow the general form set forth in the Uniform System of Accounts; and (c) indicate variances from budgeted results for each line item against the approved budget for the Premises for such calendar year. The aforesaid profit and loss statement, operating balance sheet and financial statements included shall be accompanied by an Officer's Certificate which, for purposes hereof shall mean a Certificate of any Officer of Tenant (or such Officer's designee), duly authorized, which such Officer shall certify (a) that such statements have been properly prepared in the Registration Statement accordance with GAAP and the ProspectusUniform System of Accounts and are true, together with correct and complete in all material respects and fairly present the related notes, present fairly consolidated financial condition of the financial position Tenant at and as of Diamond Growers and its consolidated subsidiaries at the dates indicated thereof and the statement results of net proceedsits operations for the period covered thereby, statement and (b) that no Event of members' equity Default has occurred and is continuing hereunder. Tenant shall deliver to Landlord within ninety (90) days after the end of each calendar year, a profit and loss statement, balance sheet and statement of cash flows flow certified by an independent certified public account who is actively engaged in the practice of Diamond Growers his professional and its consolidated subsidiaries who is acceptable to Landlord (which statement shall also be certified by an officer or partner in Tenant) together with copies of all reports and communications furnished to Tenant's manager, showing results from the operation of the Premises during such calendar year, and reasons for material variations from the periods specified; said approved budget for such year. Tenant shall also deliver to Landlord at any time and from time to time, upon not less than twenty (20) days notice from Landlord, any financial statements have been prepared or other financial reporting information required to be filed by Landlord with the Securities and Exchange Commission or any other governmental authority or required pursuant to any order issued by any court, governmental authority or arbitrator in conformity with generally accepted any litigation to which Landlord is a party for purposes of compliance therewith. Any disputes concerning the contents of such statements or any accounting principles in matter thereunder shall be determined by the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed in the notes theretoapproved independent certified public account providing such statement. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included required herein are in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect addition to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.statement required under Section 4.3 hereof.

Financial Statements. The financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of membersstockholders' equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved. To the knowledge of the Company, except as disclosed the financial statements of TXU Gas included or incorporated by reference in the notes theretoRegistration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of TXU Gas and its consolidated subsidiaries at and for the dates indicated and the statement of operations, stockholders' equity and cash flows of TXU Gas and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and the Prospectus with respect to the Company present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company and, to the knowledge of the Company, TXU Gas, as the case may be, included or incorporated by reference in the Registration StatementStatement and the Prospectus. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included or incorporated by reference in the Registration Statement and the Prospectus present fairly fairly, in all material respects, the information shown therein, have been prepared in accordance with the 1934 Act and the 1934 Act Regulations, including the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give pro forma effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related notesapplicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of net proceeds, statement of members' equity their operations and statement of the changes in their cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedcovered thereby, except as disclosed unaudited financial statements, which are subject to normal year-end adjustments that are not material in the notes thereto. The selected financial data aggregate and do not contain certain footnotes as permitted by the applicable rules of the Commission, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the summary other financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby. The (A) pro forma There are no financial statements and the related notes thereto and (Bhistorical or pro forma) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" that are required to be included or incorporated by reference in the Registration Statement that are not included as required. All disclosures contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly regarding “non-GAAP financial measures” (as such term is defined by the information shown therein, have been prepared in accordance with rules and regulations of the Commission's rules and guidelines (including any modification ) comply with Regulation G of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described thereinExchange Act, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP Securities Act, to the extent applicable, and the pro forma financial measures (as defined information and the related notes thereto included or incorporated by reference in Regulation G the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in all material respects in accordance with the applicable requirements of the Commission ("Regulation G")) Securities Act and ratios derived using non-GAAP the Exchange Act, as applicable, and the assumptions underlying such pro forma financial measures have been presented information are reasonable and are set forth in compliance with Regulation G the Registration Statement, the Pricing Disclosure Package and Item 10 of Regulation S-K.the Prospectus.

Financial Statements. The audited consolidated financial statements and schedules of each of the Company and Lemmerz Holding GmbH ("Lemmerz") included in the Registration Statement and the Prospectus, together with the related notes, Prospectuses present fairly the consolidated financial position position, results of Diamond Growers operations and its consolidated subsidiaries cash flows of the Company and Lemmerz, respectively, at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements to which they relate and have been prepared in conformity accordance with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedbasis, except as disclosed in otherwise stated therein; the notes thereto. The selected unaudited consolidated financial data statements and the summary financial information related notes of the Company and Lemmerz included in the Prospectus Registration Statement and the Prospectuses present fairly the consolidated financial position, results of operations and cash flows of the Company and Lemmerz, respectively, at the dates and for the periods to which they relate, subject to year-end audit adjustments, and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis except as otherwise stated therein and have been prepared on a basis substantially consistent with that of the audited financial statements referred to above except as otherwise stated therein; to the best knowledge of the Company, after due inquiry, the summary and selected financial and statistical data included in the Registration Statement and the Prospectuses present fairly the information shown therein and have been prepared and compiled on a basis consistent with that of the audited and unaudited financial statements included in the Registration Statementtherein, except as otherwise stated therein. The (A) pro forma financial statements and other pro forma financial information (including the related notes thereto and (Bthereto) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, Prospectuses (A) have been prepared in accordance with applicable requirements of Rule 11-02 of Regulation S-X promulgated under the Commission's rules 1933 Act and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond GrowersB) with respect to pro forma financial statements and have been properly compiled computed on the bases described therein, and ; the assumptions used in the preparation thereof of the pro forma financial statements and other pro forma financial information included in the Registration Statement and the Prospectuses are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The financial statements included in the Registration Statement and the Prospectus, together with the related notes, present fairly the financial position of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in of the Registration Statement. The (A) pro forma financial statements and Acquiring Fund for the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown thereinfiscal year ended December 31, 2005, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained accounting principles generally accepted in the February 25, 2005 letter from the Commission's Division United States of Corporation Finance to Diamond Growers) with respect to pro forma financial statements America consistently applied and have been properly compiled on audited by Ernst & Young LLP. True and complete copies of such statements have been furnished to WMVT. Such statements fairly reflect the bases described thereinfinancial condition and the results of operations of the Acquiring Fund as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of the assumptions used Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. The unaudited financial statements of Acquiring Fund for the six months ended June 30, 2006 have been prepared in accordance with accounting principles generally accepted in the preparation thereof are reasonable United States of America consistently applied by PVC. True and complete copies of such statements have been furnished to WMVT. Such statements fairly reflect the financial condition and the adjustments used therein results of operations of the Acquiring Fund as of such date and the results of operations and changes in net assets for the periods indicated, and there are appropriate no liabilities of the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to give effect be disclosed but are not disclosed in such statements. There are no liabilities of any Acquiring Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements of the Acquiring Fund referred to above, liabilities incurred in the ordinary course of business subsequent to December 31, 2005, liabilities previously disclosed to and accepted by WMVT and liabilities which in the aggregate have not been and will not be materially adverse to the transactions and circumstances referred to therein. Except as set forth in the Prospectusfinancial condition, neither Diamond Growersresults of operations, Diamond Foods nor any Subsidiary (as defined herein) has engaged in business or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K assets of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.Acquiring Fund.

Financial Statements. The financial statements of the Company and the Acquired Company included or incorporated by reference in the Registration Statement General Disclosure Package and the ProspectusOffering Memorandum, together with the related notesschedules (if any) and notes thereto, present fairly fairly, in all material respects, the financial position of Diamond Growers the Company and its the Acquired Company, respectively, and their respective consolidated subsidiaries at the dates indicated and the statement results of net proceedsoperations, statement of members' changes in stockholders’ equity and statement of cash flows of Diamond Growers the Company and its the Acquired Company, respectively, and their respective consolidated subsidiaries for the periods specified; said . All of such financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") , applied on a consistent basis throughout the periods involved, except and comply in all material respects with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, or the 1934 Act and the 1934 Act Regulations, as disclosed applicable. All of such financial statements of the Acquired Company have been prepared in conformity with GAAP, applied on a consistent basis throughout the periods involved, and comply in all material respects with all applicable requirements under Rule 3-05 of Regulation S-X of the Commission. The historical financial information relating to the Company and the Acquired Company and their respective consolidated subsidiaries in the notes thereto. The selected financial data Preliminary Offering Memorandum and the summary financial information included Offering Memorandum under the captions “Summary Historical Consolidated Financial Information of Beacon” and “Summary Historical Combined Financial Information of Allied” presents fairly, in the Prospectus present fairly all material respects, the information shown therein and have has been compiled prepared on a basis consistent with that of the audited financial statements of the Company and the Acquired Company and their respective consolidated subsidiaries included or incorporated by reference in the Registration StatementGeneral Disclosure Package and the Offering Memorandum. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Preliminary Offering Memorandum and the Prospectus Offering Memorandum under the caption “Unaudited Pro Forma Condensed Combined Financial Information” present fairly fairly, in all material respects, the information shown therein, therein and have been prepared in all material respects in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described thereinstatements, and the assumptions used in the preparation thereof are reasonable and the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth The pro forma information appearing in the ProspectusPreliminary Offering Memorandum and the Offering Memorandum under the caption “Summary Unaudited Pro Forma Condensed Combined Financial Information” presents fairly, neither Diamond Growersin all material respects, Diamond Foods nor any Subsidiary (as defined herein) the information shown therein and has engaged in or effected any transaction or arrangement been prepared on a basis consistent with that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP pro forma financial measures (as defined statements included in Regulation G of the Commission ("Regulation G")) Preliminary Offering Memorandum and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.the Offering Memorandum.

Financial Statements. The financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of members' stockholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved; provided, except as disclosed however, that those financial statements that are unaudited are subject to year-end adjustments and do not contain all footnotes that may be required under GAAP for annual financial statements. The supporting schedules, if any, present fairly in accordance with GAAP the notes theretoinformation required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the ProspectusRegistration Statement, neither Diamond Growers, Diamond Foods nor any Subsidiary the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in comply with Regulation G of the 1934 Act and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of 1933 Act, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The financial statements together with related notes and schedules of the Company and its subsidiaries and of any companies, other entities or properties acquired or to be acquired by the Company, in each case included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together present fairly, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the related notesCommission after the date as of which this representation is being made) will present fairly, present fairly at all times during the effectiveness of this Agreement, the financial position condition and the results of Diamond Growers operations of the Company and its consolidated subsidiaries and of such companies, entities and properties, as the case may be, at the indicated dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said indicated periods. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles in the United States of America ("GAAP") accounting, consistently applied on a consistent basis throughout the periods involved, and all adjustments necessary for a fair presentation of results for such periods have been made (except as disclosed to the extent that, in accordance with the notes thereto. The selected financial data 1934 Act and the summary rules and regulations of the Commission thereunder, certain footnotes have been omitted from the financial information statements included in the Quarterly Reports on Form 10-Q of the Company, incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus). The summary financial and statistical data included or incorporated by reference in the Registration Statement, the General Disclosure Package and Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in presented therein; the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions assumption used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the ProspectusRegistration Statement, neither Diamond Growers, Diamond Foods nor any Subsidiary the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined hereinby the 1933 Act Regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in comply with Regulation G under the 1934 Act and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of 1933 Act Regulations, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The financial statements of the Company included in the Registration Statement and SEC Reports present fairly, in all material respects, the Prospectus, together with the related notes, present fairly the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of net proceedstheir operations, statement of members' changes in stockholders’ equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America ("“GAAP") ”), applied on a consistent basis throughout the periods involved, except as disclosed may be expressly stated in the related notes thereto and except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain all footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The selected No other financial data and the summary financial information statements or supporting schedules are required to be included in the Registration Statement or the Prospectus present Supplement. The financial data set forth in each of the Registration Statement and the Prospectus Supplement under the caption “Capitalization” fairly presents, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included contained in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines Supplement. All disclosures contained in the February 25Registration Statement or the Prospectus Supplement, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of by the Commission ("Regulation G")rules and regulations under the Securities Act and the Exchange Act) and ratios derived using non-GAAP financial measures have been presented in compliance comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K.K under the Securities Act, as applicable. To the Company’s Knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and the Prospectus Supplement.

Financial Statements. The financial statements and the related notes thereto of the Company and, to the knowledge of the Company, the Acquired Company included or incorporated by reference in the Registration Statement Statement, the Pricing Prospectus and the Prospectus, together Prospectus comply in all material respects with the related notesapplicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of Diamond Growers each of (i) the Company and its consolidated subsidiaries at and (ii) the Acquired Company and its subsidiaries, as applicable, in each case as of the dates indicated indicated, and the statement results of net proceeds, statement of members' equity their respective operations and statement of the changes in their respective cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said such financial statements, including, to the knowledge of the Company, the financial statements of the Acquired Company, have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedcovered thereby, except as disclosed and the supporting schedules included or incorporated by reference in the notes thereto. The selected financial data Registration Statement, the Pricing Prospectus and the summary financial information included in Prospectus, including, to the Prospectus knowledge of the Company, those of the Acquired Company, present fairly the information shown therein and have been compiled on a basis consistent with that required to be stated therein; the pro forma financial information of the audited financial statements Company, and the related notes thereto, included or incorporated by reference in the Registration Statement. The (A) pro forma financial statements and , the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Pricing Prospectus and the Prospectus fairly present fairly in all material respects the information shown therein, have has been prepared in accordance with Regulation S-X under the Commission's rules Exchange Act and guidelines (including any modification provide a reasonable basis for presenting the significant effects of such rules the transactions and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance circumstances referred to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in preparation thereof, in the preparation thereof reasonable judgment of the Company’s management and subject to the qualifications contained therein, are reasonable and reasonable; the related pro forma adjustments used therein are give appropriate to give effect to the transactions assumptions made and circumstances referred the pro forma financial information reflects the proper application of such adjustments to therein. Except as set forth the corresponding historical financial information in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of accordance with Regulation S-K X under the Exchange Act; the other financial information of the Commission ("Regulation S-K")). All Company and the Acquired Company included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus has been derived from the accounting records of the Company and its subsidiaries or the Acquired Company and its subsidiaries, as applicable, and presents fairly the information shown thereby; and all non-GAAP financial measures (as defined information included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, if any, complies with the requirements of Regulation G of under the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G Exchange Act and Item 10 of Regulation S-K.K under the Securities Act, as applicable.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries and of Aguas de Panamá, S.A., included in the Registration Statement Statement, the Time of Sale Information and the Prospectus, together Prospectus or any wrapper or supplement prepared in connection with the related notesdistribution of the Directed Shares comply in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), as applicable, and present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at and Aguas de Panamá, S.A. as of the respective dates indicated and the statement results of net proceeds, statement of members' equity their respective operations and statement of the changes in their respective cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said the financial statements of the Company and its consolidated subsidiaries have been prepared in conformity with generally accepted accounting principles in The Netherlands (“Dutch GAAP”) and the financial statements of Aguas de Panamá, S.A. have been prepared in conformity with International Financial Reporting Standards (“IFRS”) and, in each case, such financial statements contain all required reconciliations to accounting principles generally accepted in the United States (“U.S. GAAP”) as required by the applicable accounting requirements of America ("GAAP") the Securities Act and the Exchange Act, in each case applied on a consistent basis throughout the periods involvedcovered thereby, except as disclosed and the supporting schedules included in the notes thereto. The selected financial data and Registration Statement present fairly in all material respects the summary information required to be stated therein; the other financial information included in the Registration Statement, the Time of Sale Information and the Prospectus present or any wrapper or supplement prepared in connection with the distribution of the Directed Shares has been derived from the accounting records of the Company and its consolidated subsidiaries or Aguas de Panamá, S.A., as the case may be, and presents fairly in all material respects the information shown therein thereby; and have been compiled on a basis consistent with that of the audited pro forma financial statements information and the related notes thereto included in the Registration Statement. The (A) pro forma financial statements and , the related notes thereto and (B) information set forth in "Managements Discussion and Analysis Time of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Sale Information and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules applicable requirements of the Securities Act and guidelines (including any modification of such rules and guidelines contained the Exchange Act, as applicable, in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described thereinall material respects, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly (A) the combined financial position of Diamond Growers the Initial Properties (and its consolidated subsidiaries certain related assets and liabilities) at the dates indicated and the statement combined statements of net proceedsincome, statement ownership interest of members' equity CWH and statement of cash flows of Diamond Growers the Initial Properties (and its consolidated subsidiaries certain related assets and liabilities) for the periods specifiedspecified and (B) the financial position of the Company at the dates indicated; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as disclosed if any, present fairly in all material respects the notes theretoinformation set forth therein. The selected financial data and the summary selected financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the ProspectusRegistration Statement, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in the General Disclosure Package or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All Prospectus regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Commission Securities Exchange Act of 1934, as amended ("Regulation G"the “1934 Act”)) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G , and Item 10 of Regulation S-K.K under the 1933 Act and the 1934 Act, to the extent applicable.

Financial Statements. The financial statements and the related notes of the Company and its consolidated Subsidiaries included or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Disclosure Statement and the Rights Offering Registration Statement and the Rights Offering Prospectus, together comply or will comply, as the case may be, in all material respects with the related notesapplicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulation of the Commission thereunder (the “Exchange Act”) and the Bankruptcy Code, as applicable, and present fairly or will present fairly in all material respects the financial position position, results of Diamond Growers operations and cash flows of the Company and its consolidated subsidiaries at Subsidiaries as of the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said such financial statements have been prepared in conformity with U.S. generally accepted accepting accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved, covered thereby (except as disclosed in the notes thereto. The selected financial data Company SEC Documents filed prior to the date hereof), and the summary supporting schedules included or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Disclosure Statement, the Rights Offering Registration Statement and the Rights Offering Prospectus, present fairly or will present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Prospectus Company SEC Documents, and to be included or incorporated by reference in the Disclosure Statement, Rights Offering Registration Statement and the Rights Offering Prospectus, has been or will be derived from the accounting records of the Company and its Subsidiaries and presents fairly or will present fairly the information shown therein thereby; and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements information and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Disclosure Statement, Rights Offering Registration Statement and the Prospectus present fairly the information shown thereinRights Offering Prospectus, have been or will be prepared in accordance with the Commission's rules applicable requirements of the Securities Act and guidelines (including any modification of such rules and guidelines contained in the February 25Exchange Act, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described thereinas applicable, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Company SEC Documents and will be set forth in the Disclosure Statement, Rights Offering Registration Statement and the Rights Offering Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The To the extent that Buyer or Buyer Guarantor is required by Form 8-K of the U.S. Securities and Exchange Commission (the “SEC” ) to file financial statements included in with respect to the Registration Statement and the Prospectus, together Product Business with the related notesSEC in connection with Buyer’s acquisition of the Product Business, present fairly Seller will use commercially reasonable efforts to deliver to Buyer as soon as practicable after the Closing Date, but not later than 60 days following the Closing Date, audited and unaudited financial position statements for the Product Business as of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said required to be filed by Buyer or Buyer Guarantor with the SEC under applicable Law (the “Product Business Financial Statements” ). As promptly as practicable following the Execution Date, Buyer shall or shall cause Buyer Guarantor to request a waiver (the “Financial Statements Waiver” ) from the staff of the SEC to permit the Product Business Financial Statements to be “abbreviated financial statements have been prepared statements” (as described in conformity with generally accepted accounting principles in Section 2065 of the United States Financial Reporting Manual of America ("GAAP") applied on a consistent basis throughout the periods involvedDivision of Corporation Finance of the SEC), except as disclosed in and Buyer shall notify Seller promptly following its receipt of the notes theretostaff’s response to such Financial Statements Waiver request. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Product Business Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been Statements will be prepared in accordance with (a) the Commission's rules books and guidelines records of the Divesting Entities and (including b) subject to any modification of such rules and guidelines contained in the February 25Financial Statements Waiver received by Buyer or Buyer Guarantor, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K X to comply with the requirements of Rule 3-05 and GAAP. Subject to Buyer’s entry into customary confidentiality agreements with Seller’s auditors, Seller agrees to provide the Buyer with (i) a reasonable opportunity to review and comment on drafts of the Commission Product Business Financial Statements and ("Regulation Sii) reasonable access in accordance with and subject to the provisions of Section 5.1 to the documents, schedules and work papers of Seller that are reasonably necessary for purposes of such review. Buyer and its Affiliates shall be solely responsible for any information they file with or furnish to the SEC and shall promptly pay or reimburse Seller for all audit and other out-K")). All nonof-GAAP financial measures (as defined pocket costs and expenses reasonably incurred by Seller and its Affiliates in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance connection with Regulation G and Item 10 of Regulation S-K.complying with this Section 5.17.

Financial Statements. The historical financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of members' shareholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved. To the knowledge of the Company, except as disclosed the historical financial statements included in the notes theretoRegistration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the United Guaranty Corporation, a North Carolina corporation and its consolidated subsidiaries and AIG United Limited Guaranty (Asia) Limited (collectively, “United Guaranty”) at the dates indicated and the statement of operations, shareholders’ equity and cash flows of United Guaranty and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly Prospectus, including the information shown thereinnotes thereto, have been prepared prepared, in all material respects, in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained guidance set forth in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) Regulation S-X with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.information.

Financial Statements. The financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of Diamond Growers the Partnership, NGL Supply, Inc., the businesses of HOH contributed to the Partnership, and its consolidated subsidiaries the businesses of Xxxxxxx sold to the Partnership at the dates indicated and the statement results of net proceedsoperations, statement of members' equity changes in partners’ capital/stockholders’ equity, as applicable, and statement of cash flows of Diamond Growers the Partnership, NGL Supply, Inc., the businesses of HOH contributed to the Partnership and its consolidated subsidiaries the businesses of Xxxxxxx sold to the Partnership for the periods specified; said the financial statements of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in partners’ capital/stockholders’ (or other owners’) equity, as applicable, and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries, if any, for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") GAAP applied on a consistent basis throughout the periods involved, except as disclosed in involved and comply with all applicable accounting requirements under the notes thereto1933 Act and the 1933 Act Regulations. The selected financial data and the summary financial information supporting schedules, if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be stated therein. The information in the Pre-Pricing Prospectus present and the Prospectus under the captions “Summary—Summary Historical and Unaudited Pro Forma Financial and Operating Data” and “Selected Historical and Unaudited Pro Forma Financial and Operating Data” presents fairly the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth ; and the information appearing in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) Pre-Pricing Prospectus and the Prospectus under the captions “Summary—Summary Historical and Unaudited Pro Forma Financial and Operating Data” and “Selected Historical and Unaudited Pro Forma Financial and Operating Data” presents fairly the information shown therein and has engaged in or effected any transaction or arrangement been compiled on a basis consistent with that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K"))pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. All “non-GAAP financial measures measures” (as such term is defined in Regulation G the rules and regulations of the Commission ("Regulation G"Commission)) , if any, contained in the Registration Statement, the General Disclosure Package and ratios derived using non-GAAP financial measures have been presented in compliance the Prospectus comply with Regulation G and Item 10 of Regulation S-K.K of the Commission, to the extent applicable.

Financial Statements. The To the extent required by Regulation S-X promulgated under the Exchange Act (“Regulation S-X”), the consolidated financial statements included in of the Company and the financial statements of each entity acquired by the Company (each an “Acquired Entity”), including the schedules and notes thereto, filed as part of the Registration Statement and included in the Prospectus, together with the related notes, present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at and each Acquired Entity, as applicable, as of the dates date indicated and the statement results of net proceedsits operations, statement of members' stockholders’ equity and statement of cash flows of Diamond Growers and the Company, its consolidated subsidiaries and each Acquired Entity, as applicable, for the periods specifiedindicated; said financial statements (i) have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved, except and all adjustments necessary and in accordance with GAAP for a fair presentation of results for such periods have been made and (ii) comply with the requirements of Regulation S-X. Deloitte & Touche, whose report is filed with the Commission as disclosed in a part of the notes theretoRegistration Statement, is, with respect to the Company and its subsidiaries, an independent registered public accounting firm within the meaning of the Securities Act and the Regulations and has been registered with the Public Company Accounting Oversight Board. The selected financial data and the summary financial and statistical information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration StatementStatement and the books and records of the Company. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the Registration Statement or the Prospectus, neither Diamond Growersor incorporated by reference therein, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All regarding “non-GAAP financial measures measures” (as defined in Regulation G by the rules and regulations of the Commission ("Commission) comply with Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G , promulgated under the Exchange Act, and Item 10 of Regulation S-K.K, promulgated under the Securities Act, to the extent applicable. No additional financial statements are required to be included in the Registration Statement or the Prospectus.

Financial Statements. The financial statements included incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related notesschedules and notes (in the case of the Company and the Trust, contained in (i) the Company’s and the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on March 1, 2007, and (ii) the Company’s and the Trust’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007, filed with the SEC on May 8, 2007), present and, with respect to SJJC, to the Company’s knowledge, present, fairly in all material respects, as applicable, the financial position of Diamond Growers the Financial Entities and its each Financial Entity’s respective consolidated subsidiaries subsidiaries, as the case may be, at the dates indicated and the statement of net proceedsoperations, statement of members' stockholders’ equity and statement of cash flows of Diamond Growers and its consolidated such subsidiaries for the periods specified; said and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved, except as disclosed in the notes thereto. The selected financial data for each such Financial Entity and its consolidated subsidiaries and the summary financial information for each such Financial Entity and its consolidated subsidiaries included or incorporated by reference in the General Disclosure Package and the Prospectus present and, with respect to SJJC, to the Company’s knowledge, present, fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the related audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, neither Diamond Growersor incorporated by reference therein, Diamond Foods nor any Subsidiary regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in comply with Regulation G of the 1934 Act and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of 1933 Act, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the consolidated statement of net proceedsoperations, consolidated statement of members' stockholders’ equity and consolidated statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved, except as disclosed in the notes thereto. The selected financial data and the summary financial information “Selected Condensed Consolidated Financial Data of Ares Capital” included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The (A) financial data set forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. [The pro forma financial statements information with respect to the Company and Allied Capital Corporation, a Maryland corporation (“Allied”), included under the related notes thereto captions “Unaudited Selected Pro Forma Condensed Consolidated Statement of Operations,” “Unaudited Pro Forma Per Share Data” and (B) information set forth in "Managements Discussion “Unaudited Pro Forma Condensed Consolidated Statement of Operations” and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included elsewhere in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown contained therein, have has been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have has been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth There is no other pro forma financial information that is required to be included in the ProspectusRegistration Statement, neither Diamond Growers, Diamond Foods nor any Subsidiary (the General Disclosure Package and the Prospectus that is not included as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.required.]

Financial Statements. The financial statements included included, or incorporated by reference, in the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly the financial position of Diamond Growers and its consolidated subsidiaries the respective entity or entities or group presented therein at the respective dates indicated and the statement of net proceedsoperations, statement of membersstockholders' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries such entity, as the case may be, for the periods specified; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved. The supporting schedules, except as disclosed if any, included, or incorporated by reference, in the notes theretoRegistration Statement and the Prospectus present fairly, in accordance with GAAP, the information required to be stated therein. The selected financial data and data, the summary financial information included and other financial information and data included, or incorporated by reference, in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included included, or incorporated by reference, in the Registration StatementStatement and the Prospectus. The (A) In addition, any pro forma financial statements information and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included included, or incorporated by reference, in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines and the guidelines of the American Institute of Certified Public Accountants (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers"AICPA") with respect to pro forma financial statements information and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All historical financial statements and information and all pro forma financial statements and information required by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations are included, or incorporated by reference, in the Registration Statement and the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The audited financial statements of each of (x) Hycroft Mining Corporation (“Old Hycroft”) for the two-year period ended December 31, 2019 and (y) the Company as of December 31, 2019 and 2018 (including the related notes thereto) and ​ ​ ​ ​ schedules included in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus present fairly, together with the related notesin all material respects, present fairly the financial position of Diamond Growers each of Hycroft Mining Corporation and its consolidated subsidiaries at the dates indicated subsidiaries, and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers Company and its consolidated subsidiaries subsidiaries, respectively, as of the respective dates thereof and their results of operations and cash flows for the respective periods specified; said financial statements have been prepared covered thereby, in conformity with generally accepted accounting principles applied in the United States of America ("GAAP") applied on a consistent basis throughout the periods entire period involved, except as disclosed in the notes thereto. The selected financial data General Disclosure Package and the summary financial information included in the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein and the books and records of each of Hycroft Mining Corporation and its consolidated subsidiaries, and the Company and its subsidiaries. The pro forma financial statements, if any, and the other pro forma financial information included in the Registration Statement. The (A) pro forma financial statements and , the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements in all material respects and have been properly compiled computed on the bases described therein, and the . The assumptions used in the preparation thereof of the pro forma financial statements, if any, and other pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. Except as set forth in the ProspectusNo other financial statements, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in schedules or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 reconciliations of Regulation S-K of the Commission ("Regulation S-K")). All “non-GAAP financial measures measures” (as such term is defined in Regulation G by the rules and regulations of the Commission ("Regulation G")Commission) of the Company are required by the Act or the Rules and ratios derived using non-GAAP financial measures have been presented Regulations to be included in compliance with Regulation G the Registration Statement, the General Disclosure Package and Item 10 of Regulation S-K.the Prospectus.

Financial Statements. The historical financial statements included in the Registration Statement and the Prospectus, together with (including the related notes, present fairly notes thereto) of the financial position of Diamond Growers Company and its consolidated subsidiaries at included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the historical financial position of the Company and its consolidated subsidiaries as of the dates indicated and the statement results of net proceeds, statement of members' equity their operations and statement of the changes in their cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said such historical financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involvedcovered thereby, except as disclosed in the notes thereto. The selected case of unaudited, interim historical financial data statements subject to normal year-end adjustments and which do not contain certain footnotes as permitted by the summary financial information applicable rules of the Commission, and any supporting schedules included or incorporated by reference in the Prospectus Registration Statement present fairly the information shown therein required to be stated therein; and have been compiled on a basis consistent with that the other historical financial information of the audited financial statements Company included or incorporated by reference in the Registration Statement. The (A) , the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial statements information and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly the information shown therein, (i) have been prepared in accordance with the Commission's rules and guidelines (including any modification Article 11 of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) Regulation S-X with respect to pro forma financial statements and (ii) have been properly compiled presented on the bases described therein; the assumptions underlying such pro forma financial information included in the Registration Statement, the Pricing Disclosure Package and the assumptions used in Prospectus are a reasonable basis for presenting the preparation thereof are reasonable effects attributable to the transactions and circumstances referred to therein and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All “non-GAAP financial measures measures” (as such term is defined in Regulation G the rules and regulations of the Commission ("Regulation G")Commission) included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and ratios derived using non-GAAP financial measures have been presented in compliance the Prospectus comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K.K under the Securities Act, to the extent applicable, in all material respects. To the Company’s knowledge, the financial statements of WageWorks, Inc. (including the related notes thereto) and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of WageWorks, Inc. and its consolidated subsidiaries as of the dates indicated and the consolidated results of their operations for the periods specified; and, except as stated therein, to the Company’s knowledge, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis.

Financial Statements. The financial statements included or incorporated by reference in each of the Pre-Effective Registration Statement, the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, together with the related notesschedules and notes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the consolidated financial position of Diamond Growers the Company and its consolidated wholly-owned direct and indirect subsidiaries at (collectively, the “Subsidiaries” and each, a “Subsidiary”) as of the dates indicated shown and the statement of net proceedsoperations, statement of members' shareholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries Subsidiaries for the periods specified; said shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“U.S. GAAP"”) applied on a consistent basis throughout the periods involved, covered thereby except for any normal year end adjustments in the Company’s quarterly financial statements or as disclosed may be expressly stated in the notes thereto. The selected financial data and the summary other financial information included or incorporated by reference in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus has been derived from the accounting records of the Company and its Subsidiaries present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements thereby. Except as included in the Registration Statement. The (A) therein, no historical or pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" or supporting schedules are required to be included in each of the Pre-Effective Registration Statement, the Registration Statement Statement, the Preliminary Prospectus and the Prospectus present fairly under the information shown therein, have been prepared in accordance with Securities Act or the Commission's rules and guidelines (including any modification of such rules and guidelines regulations promulgated thereunder. All disclosures contained in the February 25Pre-Effective Registration Statement, 2005 letter from the Registration Statement, the Preliminary Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission's Division ) comply in all material respects with Regulation G of Corporation Finance to Diamond Growers) with respect to pro forma financial statements the Exchange Act and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 10 of Regulation S-K of the Commission ("Regulation S-K"))Securities Act, to the extent applicable. All non-GAAP financial measures (as defined in Regulation G Nothing has come to the attention of the Commission ("Regulation G")) Company that has caused the Company to believe that the statistical, industry-related and ratios market-related data included or incorporated by reference in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus are not based on or derived using non-GAAP financial measures have been presented from sources which the Company reasonably and in compliance good faith believes to be reliable and accurate and such data is consistent with Regulation G and Item 10 of Regulation S-K.the sources from which they are derived, in each case in all material respects.

Financial Statements. The financial statements included in filed with the Commission as a part of the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, together with the related notes, Prospectus present fairly in all material respects the financial position of Diamond Growers and its consolidated subsidiaries at the Company as of the dates indicated and the statement results of net proceedstheir operations, statement of members' changes in stockholders’ equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed may be expressly stated in the related notes thereto and except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The selected No other financial data and the summary financial information statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus present or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Selected Financial Data” and “Capitalization” fairly present, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration Statement. The (A) pro forma financial statements , the Time of Sale Prospectus and the related notes thereto and (B) information set forth Prospectus. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in "Managements Discussion and Analysis or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The financial statements (including the related notes and supporting schedules) and other financial information included in the Registration Statement and the Prospectus, together with the related notes, most recent Preliminary Prospectus (and any amendment or supplement thereto) present fairly in all material respects the financial position condition, results of Diamond Growers operations and its consolidated subsidiaries cash flows of the entities purported to be shown thereby, at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with accounting principles generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedindicated, except as to the extent disclosed in the notes theretotherein. The selected summary historical financial and operating data included under the caption “Summary—Summary Historical Financial and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included Operating Data” in the Registration Statement. The (A) pro forma financial statements Statement and the related notes thereto most recent Preliminary Prospectus (and (Bany amendment or supplement thereto) information and the selected historical financial and operating data set forth in "Managements Discussion under the caption “Selected Historical Financial and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" Operating Data” included in the Registration Statement and the most recent Preliminary Prospectus present fairly (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the information shown therein, audited and unaudited historical consolidated financial statements from which they have been prepared in accordance with derived, except as described therein. The other financial information of the Commission's rules and guidelines Partnership (or its predecessor for accounting purposes), including any modification of such rules and guidelines non-GAAP financial measures contained in the February 25, 2005 letter Registration Statement and the most recent Preliminary Prospectus has been derived from the Commission's Division accounting records of Corporation Finance the Partnership Entities and DFW Management or their predecessors for accounting purposes, fairly presents in all material respects the information purported to Diamond Growers) be shown thereby and complies with respect to pro forma financial statements Regulation G of the Exchange Act and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 10 of Regulation S-K of the Commission Securities Act, to the extent applicable. There are no financial statements ("Regulation Shistorical or pro forma) that are required to be included in the Registration Statement or the most recent Preliminary Prospectus that are not so included as required and the Partnership Entities and DFW Management do not have any material liabilities or obligations, direct or contingent (including any off-K"balance sheet obligations)). All non-GAAP financial measures , not described in the Registration Statement (as defined in Regulation G of excluding the Commission ("Regulation G")exhibits thereto) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.or the most recent Preliminary Prospectus.

Financial Statements. The financial statements of the Company included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly fairly, in all material respects, the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement results of net proceedsoperations, statement of members' changes in stockholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said to the best knowledge of the Company, the financial statements of each of MGE and Alagasco included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly, in all material respects, the financial position of MGE and Alagasco, respectively, at the dates indicated and the results of operations, changes in equity and cash flows of MGE and Alagasco, respectively, for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, except the 1934 Act and the 1934 Act Regulations, as disclosed in the notes theretoapplicable. The selected financial data and the summary financial information supporting schedule included in the Registration Statement presents fairly, in all material respects, in accordance with GAAP, the information required to be stated therein. The information in the Pre-Pricing Prospectus present fairly and the Prospectus under the captions “Summary Historical and Pro Forma Financial Information—Our Summary Historical Financial Information” presents fairly, in all material respects, the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth ; and the information appearing in the Pre-Pricing Prospectus and the Prospectus under the caption “Summary Historical and Pro Forma Financial Information—Summary Unaudited Pro Forma Financial Information” presents fairly, in all material respects, the information shown therein and has been compiled on a basis consistent with that of the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. No other pro forma financial statements, neither Diamond Growersand no financial statements of any entity or business other than the Company, Diamond Foods nor any Subsidiary MGE and Alagasco, are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. All “non-GAAP financial measures” (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus comply with Item 303 10(e) of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of Commission, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The historical financial statements included in each Registration Statement, the Registration Statement General Disclosure Package and the Prospectus, together with the related notes, Final Prospectus present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at Subsidiaries as of the dates indicated shown and the statement their results of net proceeds, statement of members' equity operations and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries Subsidiaries for the periods specified; said shown. Except as disclosed in the General Disclosure Package and the Final Prospectus, such financial statements comply as to form in all material respects with the applicable accounting requirements of Regulation S-X and have been prepared in all material respects in conformity with generally accepted accounting principles in the United States of America ("GAAP") GAAP applied on a consistent basis throughout the periods involved, involved except as disclosed in the notes theretootherwise stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) unaudited pro forma financial statements and the related notes thereto included under the heading “Pro Forma Consolidated and (B) information set forth in "Managements Discussion and Analysis of Combined Financial Condition and Results of Operations --Supplemental Financial Information" included Statements” in the Registration Statement and the Preliminary Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements therein and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments adjustment used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except The pro forma adjustments comply as set forth to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. BDO USA, LLP has certified the audited financial statements of the Company included in the Registration Statement, General Disclosure Package and the Final Prospectus, neither Diamond Growersand is an independent registered public accounting firm with respect to the Company and its Subsidiaries within the Rules and Regulations and as required by the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). The other financial and statistical data included in the Registration Statement, Diamond Foods nor the General Disclosure Package and the Final Prospectus under the captions “Summary Historical Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” present fairly, in all material respects, the information shown therein and such data has been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company. The Company does not have any Subsidiary material liabilities or obligations, direct or contingent (as defined herein) has engaged in or effected including any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined obligations or any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of Registration Statement, the Commission ("Regulation G")) General Disclosure Package and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.the Final Prospectus.

Financial Statements. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement results of net proceedsoperations, statement of members' changes in stockholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said and all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") GAAP applied on a consistent basis throughout the periods involved, involved (except as disclosed may be set forth in the related notes theretoand provided that the unaudited interim financial statements, which are subject to normal year-end adjustments, may not contain certain footnotes, as permitted by the applicable rules of the Commission) and comply with all applicable accounting requirements under the Securities Act. The selected financial data supporting schedules, if any, included or incorporated by reference in the Registration Statement and the summary financial information included in the Prospectus present fairly in all material respects, in accordance with GAAP, the information required to be stated therein. The summary or selected financial data, if any, included or incorporated by reference in the Prospectus presents fairly in all material respects the information shown therein as at the respective dates and have for the respective periods specified and has been compiled on a basis consistent with that of the audited financial statements included in of the Registration Statement. The (A) pro forma financial statements Company and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" its consolidated subsidiaries included in the Registration Statement and the Prospectus present fairly the Prospectus. Any information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained or incorporated by reference in the February 25, 2005 letter from Registration Statement or the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All Prospectus regarding “non-GAAP financial measures measures” (as defined in Regulation G of the Commission ("Regulation G")Commission) and ratios derived using non-GAAP financial measures have been presented complies in compliance all material respects with Regulation G and Item 10 of Regulation S-K.K of the Commission, to the extent applicable. No other financial statements or schedules are required by Form S-3 or otherwise to be included in the Registration Statement or the Prospectus. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements included included, or incorporated by reference, in the Registration Statement Statement, General Disclosure Package and the ProspectusProspectus Supplement, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly the financial position of Diamond Growers and its consolidated subsidiaries the respective entity or entities or group presented therein at the respective dates indicated and the statement of net proceedsoperations, statement of members' stockholders’ equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries such entity, as the case may be, for the periods specified; said . Such financial statements have been prepared in conformity with United States generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as disclosed if any, included, or incorporated by reference, in the notes theretoRegistration Statement, General Disclosure Package and the Prospectus Supplement present fairly, in accordance with GAAP, the information stated therein. The selected financial data and data, the summary financial information included and other financial information and data included, or incorporated by reference, in the Registration Statement, General Disclosure Package and the Prospectus Supplement present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included included, or incorporated by reference, in the Registration Statement, General Disclosure Package and the Prospectus Supplement. The (A) In addition, any pro forma financial statements information and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included thereto, if any, included, or incorporated by reference in the Registration Statement and Statement, General Disclosure Package or the Prospectus Supplement, as applicable, present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines and the guidelines of the American Institute of Certified Public Accountants (including any modification of such rules “AICPA”) and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) Public Company Accounting Oversight Board with respect to pro forma financial statements information and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the ProspectusRegistration Statement, neither Diamond Growersthe preliminary prospectus or the Prospectus that are not included or incorporated by reference as required. All disclosures contained in the Registration Statement, Diamond Foods nor any Subsidiary the General Disclosure Package or the Prospectus Supplement regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in comply with Regulation G under the 1934 Act and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of 1933 Act Regulations, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The audited financial statements of each of (x) Hycroft Mining Corporation (“Old Hycroft”) for the two-year period ended December 31, 2019 and (y) the Company as of December 31, 2019 and 2018 (including the related notes thereto) and schedules included in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus present fairly, together with the related notesin all material respects, present fairly the financial position of Diamond Growers each of Hycroft Mining Corporation and its consolidated subsidiaries at the dates indicated subsidiaries, and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers Company and its consolidated subsidiaries subsidiaries, respectively, as of the respective dates thereof and their results of operations and cash flows for the respective periods specified; said financial statements have been prepared covered thereby, in conformity with generally accepted accounting principles applied in the United States of America ("GAAP") applied on a consistent basis throughout the periods entire period involved, except as disclosed in the notes thereto. The selected financial data General Disclosure Package and the summary financial information included in the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein and the books and records of each of Hycroft Mining Corporation and its consolidated subsidiaries, and the Company and its subsidiaries. The pro forma financial statements, if any, and the other pro forma financial information included in the Registration Statement. The (A) pro forma financial statements and , the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements in all material respects and have been properly compiled computed on the bases described therein, and the . The assumptions used in the preparation thereof of the pro forma financial statements, if any, and other pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. Except as set forth in the ProspectusNo other financial statements, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in schedules or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 reconciliations of Regulation S-K of the Commission ("Regulation S-K")). All “non-GAAP financial measures measures” (as such term is defined in Regulation G by the rules and regulations of the Commission ("Regulation G")Commission) of the Company are required by the Act or the Rules and ratios derived using non-GAAP financial measures have been presented Regulations to be included in compliance with Regulation G the Registration Statement, the General Disclosure Package and Item 10 of Regulation S-K.the Prospectus.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of members' stockholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved, except as disclosed noted therein. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the notes theretoinformation required to be stated therein. The selected financial data and the summary financial information included in the General Disclosure Package and the Prospectus present fairly in all material respect the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto is included in the Registration Statement, the General Disclosure Package and the Prospectus, such pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth If applicable, such pro forma adjustments have been properly applied to the historical amounts in the Prospectuscompilation of the information and such information fairly presents with respect to the Company and its consolidated subsidiaries, neither Diamond Growersthe financial position, Diamond Foods nor any Subsidiary results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified. No pro forma financial information is required to be included in the Registration Statement, the General Disclosure Package or the Prospectus which is not so included. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in comply with Regulation G under the 1934 Act and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K"))1933 Act Regulations, to the extent applicable. All non-GAAP financial measures (as defined The interactive data in Regulation G of eXtensible Business Reporting Language incorporated by reference in the Commission ("Regulation G")) Registration Statement, the General Disclosure Package and ratios derived using non-GAAP financial measures have the Prospectus fairly presents the information called for in all material respects and has been presented prepared in compliance accordance in all material respects with Regulation G the Commission’s rules and Item 10 of Regulation S-K.guidelines applicable thereto.

Financial Statements. The financial statements included in or incorporated by reference into the Registration Statement Statement, the Prospectus and the ProspectusGeneral Disclosure Package, together with the related financial statement schedule and notes, present fairly (1) the financial position of Diamond Growers the Company, the Operating Partnership and its their respective consolidated subsidiaries Subsidiaries at the dates indicated indicated; and (2) the statement results of net proceedsoperations, statement of members' equity and statement of cash flows of Diamond Growers the Company, the Operating Partnership and its their respective consolidated subsidiaries Subsidiaries for the periods specified; said financial statements have been prepared from the books and records of the Company, the Operating Partnership and their respective consolidated Subsidiaries in conformity with U.S. generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved. The related financial statement schedule incorporated by reference into the Registration Statement, except the Prospectus and General Disclosure Package, when considered in relation to the basic consolidated financial statements taken as disclosed a whole, presents fairly, in all material respects, the notes theretoinformation required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Prospectus and General Disclosure Package present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included in the Registration Statement, Prospectus and General Disclosure Package. The (A) financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement, the General Disclosure Package or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. In addition, any pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined included in Regulation G or incorporated by reference into the Registration Statement, the Prospectus and the General Disclosure Package comply with the requirements of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.K of the Securities Act Regulations to the extent such rules are applicable to such financial statements. Other than the historical financial statements and financial statement schedule relating thereto and the pro forma financial statements, if any, included in or incorporated by reference into the Registration Statement, the Prospectus and the General Disclosure Package, no other historical or pro forma financial statements (or schedules) are required by the Act or the Securities Act Regulations to be included therein or in any document required to be filed with the Commission under the Exchange Act or the Exchange Act Regulations.

Financial Statements. The financial statements of the Carvana Parties included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement results of net proceedsoperations, statement of members' changes in stockholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said and all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") GAAP applied on a consistent basis throughout the periods involved, except as disclosed in involved and comply with all applicable accounting requirements under the notes thereto1933 Act and the 1933 Act Regulations. The selected financial data and the summary financial information supporting schedules, if any, included in the Registration Statement present fairly, in all material respects and in accordance with GAAP, the information required to be stated therein. The information in the Pre-Pricing Prospectus present fairly and the Prospectus under the captions “Summary Financial Data” and “Selected Financial Data” presents fairly, in all material respects, the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth ; and the information appearing in the Pre-Pricing Prospectus and the Prospectus under the caption “Unaudited Pro Forma Consolidated Financial Data” presents fairly, in all material respects, the information shown therein and has been compiled on a basis consistent with that of the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary . All “non-GAAP financial measures” (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus comply with Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of Commission, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of members' shareholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved, except as disclosed . The supporting schedules included in the notes theretoRegistration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration StatementStatement and the Prospectus. The (A) pro forma financial statements and the related notes thereto and (B) the other pro forma and as adjusted financial information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and pro forma financial information and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All financial statements required to be included in the ProspectusRegistration Statement, neither Diamond Growers, Diamond Foods nor any Subsidiary the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in comply with Regulation G of the 1934 Act and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of 1933 Act, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The financial statements included in TPB Financial Statements for periods ended prior to the Registration Statement date hereof are listed on Schedule 5.05 and have been previously furnished to Parent. The TPB Call Reports for periods ended prior to the Prospectus, together date hereof have been filed with the related notesFDIC and are available electronically at xxxxx://xxx.xxxxx.xxx. TPB will promptly deliver to Parent copies of all TPB Financial Statements and TPB Call Reports prepared subsequent to the date hereof. The TPB Financial Statements (as of the dates thereof and for the periods covered thereby) (a) are or, if dated after the date of this Agreement, will be in accordance with the books and records of the TPB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices and in accordance with applicable legal and accounting principles and reflect only actual transactions, (b) present or will present, as the case may be, fairly in all material respects the financial position of Diamond Growers and its consolidated subsidiaries at the TPB Companies as of the dates indicated and the statement results of net proceedsoperations, statement of members' changes in stockholders’ equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries the TPB Companies for the periods specified; said indicated, and (c) have been or will have been, as the case may be, prepared in all material respects in accordance with GAAP, which principles have been consistently applied during the period involved (subject to exceptions specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements statements, to normal recurring year-end audit adjustments that are not material). The TPB Call Reports have been prepared in conformity material compliance with generally accepted accounting (i) the rules and regulations of the respective federal or state banking regulator with which they were filed, and (ii) RAP, which principles in the United States of America ("GAAP") have been consistently applied on a consistent basis throughout during the periods involved, except as disclosed otherwise noted therein. Each TPB Call Report fairly presents, in all material respects, the financial position of TPB and the results of its operations at the date and for the period indicated in such TPB Call Report in conformity with the Instructions for the Preparation of Call Reports as promulgated by applicable Regulatory Authorities. None of the TPB Call Reports contains any material items of special or nonrecurring income or any other income not earned in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that ordinary course of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown business, except as expressly specified therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The financial statements included in the Registration Statement and the Prospectusstatements, together with the related notesnotes and schedules, included or incorporated by reference in the Registration Statement or the Final Prospectus present fairly the financial position condition of Diamond Growers the Company and its consolidated subsidiaries at Subsidiaries as of the respective dates indicated thereof and the statement results of net proceedsoperations, statement of members' equity and statement of cash flows and changes in stockholders’ equity of Diamond Growers the Company and its consolidated subsidiaries Subsidiaries for the respective periods specified; said financial statements covered thereby, and have been prepared in all material respects in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods entire period involved. No other financial statements or schedules (historical or pro forma) are required by the Act, except as disclosed the Exchange Act, the Exchange Act Rules and Regulations or the Rules and Regulations to be included or incorporated by reference in the notes theretoRegistration Statement or the Final Prospectus. To the extent applicable, any pro forma financial statements, information or data included or incorporated by reference in the Registration Statement and the Final Prospectus comply in all material respects with the requirements of Regulation S-X of the Act, including, without limitation, Article 11 thereof, fairly present the information set forth therein, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. PricewaterhouseCoopers LLP (the “Accountants”), who have reported on the consolidated financial statements and schedules of the Company, are and, during the periods covered by their report were, an independent registered public accounting firm with respect to the Company within the meaning of, and as required by, the Act, the Rules and Regulations and the Public Company Accounting Oversight Board (United States) (“PCAOB”). The selected other financial and statistical data included and incorporated by reference in the Registration Statement and the summary financial information included in the Final Prospectus present accurately and fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included incorporated by reference in the Registration Statement and the Final Prospectus present and the books and records of the Company. All disclosures contained in the Registration Statement, the General Disclosure Package and the Final Prospectus regarding “non-GAAP financial measures” (as such term is defined in the Rules and Regulations) comply with Regulation G of the Exchange Act and Item 10(e) of Regulation S-K under the Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Final Prospectus fairly presents the information shown therein, have called for in all material respects and has been prepared in all material respects in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.applicable thereto.

Financial Statements. The financial statements included in of the Company filed with the Commission as a part of the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, together with the related notes, Prospectus present fairly the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of net proceedstheir operations, statement of members' comprehensive income (loss), changes in stockholders’ equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed may be expressly stated in the related notes thereto. The selected financial data statements of Molecular filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the summary Prospectus present fairly the consolidated financial position of Molecular and its subsidiaries as of the dates indicated and the results of their operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information included called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth The Company’s ratios of earnings to fixed charges incorporated by reference in the ProspectusRegistration Statement, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined hereinthe Time of Sale Prospectus and the Prospectus have been calculated in compliance with Item 503(d) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K under the Securities Act. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Commission ("Regulation S-K"))Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined in Regulation G of by the Commission ("Regulation G")rules and regulations under the Securities Act and the Exchange Act) and ratios derived using non-GAAP financial measures have been presented in compliance comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K.K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of members' shareholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as disclosed if any, included in the notes theretoRegistration Statement, the General Disclosure Package and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The (A) In addition, any pro forma information contained in the financial statements of the Company and its subsidiaries and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to preparation of pro forma information in financial statements statements. The financial information included under the captions “Ratio of Earnings to Fixed Charges and have Preference Share Dividends” and under the line item and column “As Adjusted” under “Capitalization,” respectively, in the Registration Statement, the General Disclosure Package and the Prospectus presents fairly the information shown therein, and has been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except therein and any as set forth in adjusted columns therein reflect the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 proper application of Regulation S-K of those adjustments to the Commission ("Regulation S-K")). All non-GAAP corresponding historical financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.statement amounts.

Financial Statements. The financial statements included in the Registration Statement Prior to Closing, EmployUS shall obtain its audited balance sheet and the Prospectusrelated audited statements of operations, stockholders’ equity and cash flows for the period from inception through December 31, 2012 together with the related notes, present fairly the financial position of Diamond Growers and its consolidated subsidiaries at the dates indicated notes to such statements and the statement opinion of net proceedsMxxxxx LLP, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said independent certified public accountants. All such financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America ("GAAP") consistently applied on a consistent basis throughout the periods involved. The balance sheets are true and accurate and present fairly as of their respective dates the financial condition of EmployUS. As of the date of such balance sheets, except as disclosed and to the extent reflected or reserved against therein, EmployUS had no liabilities or obligations (absolute or contingent) which should be reflected in the notes thereto. The selected financial data and balance sheets or the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the Commission's rules value of the assets of EmployUS, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and guidelines (including cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles. Except as disclosed in Schedule 3.4, EmployUS has duly and punctually paid all Governmental fees and taxation which it has become liable to pay and has duly allowed for all taxation reasonably foreseeable and is under no liability to pay any modification of such rules penalty or interest in connection with any claim for governmental fees or taxation and guidelines EmployUS has made any and all proper declarations and returns for taxation purposes and all information contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma such declarations and returns is true and complete and full provision or reserves have been made in its financial statements for all Governmental fees and taxation. The books and records, financial and otherwise, of EmployUS are, in all material aspects, complete and correct and have been properly compiled maintained in accordance with good business and accounting practices. All of EmployUS’ assets are reflected on the bases described thereinits financial statements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the ProspectusEmployUS has no material liabilities, neither Diamond Growersdirect or indirect, Diamond Foods nor any Subsidiary (as defined herein) has engaged in matured or effected any transaction unmatured, contingent or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.otherwise.

Financial Statements. The Company has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Registration Statement and the Prospectus, together with the related notes, present fairly the financial position of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission's rules . Such financial statements fairly present in all material respects the consolidated financial position of the Company and guidelines its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (including any modification of such rules and guidelines contained subject, in the February 25case of the unaudited interim financial statements, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described thereinnormal, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinrecurring year-end audit adjustments). Except as set forth or reflected in the ProspectusCommission Filings filed prior to the date hereof or as set forth on SCHEDULE 4.6, neither Diamond Growers, Diamond Foods the Company nor any Subsidiary of its Subsidiaries have any liabilities or obligations of any nature (as defined hereinwhether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Private Offering. Assuming the accuracy of the representations of the Purchasers in Section 5.2, the offering, sale, issuance and delivery by the Company of the Note and the Warrant are exempt from the registration and prospectus delivery requirements of the Securities Act and applicable state securities laws and the rules and regulations promulgated thereunder. Neither the Company or its Subsidiaries, nor any Person acting on their behalf, has engaged in offered or effected sold or will offer or sell any transaction Securities, or arrangement has taken or will take any other action (including, without limitation, any offering of any Securities of the Company under circumstances that would constitute an "offrequire, under the Securities Act or any applicable blue-balance sheet arrangement" (as defined in Item 303 sky laws, the integration of Regulation S-K such offering with the transactions contemplated by this Agreement), which would subject the transactions contemplated by this Agreement to the registration provisions of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.Securities Act.

Financial Statements. Throughout the Term of this Agreement, Tenant shall prepare and deliver to Landlord and Mortgagee, at or prior to the end of each Accounting Period during the Term hereof, a profit and loss statement and operating balance sheet showing the results of the operation of the Leased Property for the immediately preceding Accounting Period and for the Fiscal Year to date. Tenant shall provide Landlord and Mortgagee with a complete financial statement which shall be delivered prior to the end of the next following Accounting Period, in the form customarily provided in the industry and approved in advance by the Landlord, and which shall: (a) be taken from the books and records maintained by Tenant and its manager in the form specified herein; (b) follow the general form set forth in the Uniform System of Accounts; and (c) indicate variances from budgeted results for each line item against the approved budget for the Leased Property for such Fiscal Year. The aforesaid profit and loss statement, operating balance sheet and financial statements included in the Registration Statement and the Prospectusshall be accompanied by an Officer's Certificate which, together with the related notesfor purposes hereof shall mean a Certificate of any Officer of Tenant (or such Officer's designee), present fairly the financial position of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceedsduly authorized, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial which such Officer shall certify (a) that such statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been properly prepared in accordance with the CommissionUniform System of Accounts and are true, correct and complete in all material respects and fairly present the consolidated financial condition of the Tenant at and as of the dates thereof and the results of its operations for the period covered thereby, and (b) that no Event of Default has occurred and is continuing hereunder. Tenant shall deliver to Landlord and Mortgagee within ninety (90) days after the end of each Fiscal Year, a profit and loss statement, balance sheet and statement of cash flow certified by an independent certified public account, with a Big Five Accounting Firm who is actively engaged in the practice of his profession (which statement shall also be certified by an officer or partner in Tenant) together with copies of all reports and communications furnished to Tenant's rules manager, showing results from the operation of the Leased Property during such Fiscal Year, and guidelines reasons for material variations from the approved budget for such year. Tenant shall also deliver to Landlord at Landlord's expense at any time and from time to time, upon not less than twenty (including 20) days notice from Landlord, any modification financial statements or other financial reporting information required to be filed by Landlord with the SEC or any other governmental authority or required pursuant to any order issued by any court, governmental authority or arbitrator in any litigation to which Landlord is a party for purposes of compliance therewith. Any disputes concerning the contents of such rules and guidelines contained in statements or any accounting matter thereunder shall be determined by the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma approved independent certified public account providing such statement. The financial statements and have been properly compiled on the bases described therein, and the assumptions used required herein are in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect addition to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.statement required under Section 3.1.3 hereof.

Financial Statements. The consolidated historical financial statements included in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement balance sheets, statements of net proceedsoperations, statement of members' comprehensive income (loss), equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; except as disclosed in such financial statements or the notes thereto in the Registration Statement, the General Disclosure Package and the Prospectus, or elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus, said financial statements have been prepared in conformity with United States generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved; provided, except however, that those financial statements that are unaudited, if any, do not contain all footnotes that may be required under GAAP for annual financial statements. The supporting schedules, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects, and in accordance with GAAP (other than as disclosed in the notes theretoRegistration Statement, the General Disclosure Package and the Prospectus), the information required to be stated therein. The selected financial data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the summary financial information included in the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The (A) pro forma financial statements of the Company and its subsidiaries and the related notes thereto and (B) information set forth included or incorporated by reference in "Managements Discussion and Analysis each of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, if any, present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements according to the requirements of Regulation S-X and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the ProspectusRegistration Statement, neither Diamond Growersthe General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, Diamond Foods nor any Subsidiary the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in comply with Regulation G of the 1934 Act and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K"))1933 Act, to the extent applicable, in all material respects. All non-GAAP financial measures (as defined The interactive data in Regulation G of eXtensible Business Reporting Language included or incorporated by reference in the Commission ("Regulation G")) Registration Statement, the General Disclosure Package and ratios derived using non-GAAP financial measures the Prospectus present fairly in all material respects the information called for in all material respects and have been presented prepared materially in compliance accordance with Regulation G the Commission’s rules and Item 10 of Regulation S-K.guidelines applicable thereto.

Financial Statements. The financial statements Bryn Mawr Financial Statements included or incorporated by reference in the Registration Statement Bryn Mawr SEC Reports (i) are true, accurate and the Prospectuscomplete in all material respects, together with the related notes, present fairly the financial position of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements have been prepared from, and are in conformity accordance with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed in the notes thereto. The selected financial data Books and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that Records of the audited financial statements included in the Registration Statement. The Bryn Mawr Entities, (Aii) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with GAAP, regulatory accounting principles and the Commission's applicable accounting requirements and with the published rules and guidelines (including any modification regulations of such rules and guidelines contained the SEC, in each case, consistently applied except as may be otherwise indicated in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) notes thereto and except with respect to pro forma the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the Bryn Mawr Entities as of the respective dates set forth therein and the consolidated results of operations, shareholders’ equity and cash flows of the Bryn Mawr Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated Bryn Mawr Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been properly compiled on prepared in accordance with GAAP, regulatory accounting principles and the bases described applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of Bryn Mawr as of the respective dates set forth therein and the results of operations, shareholders’ equity and cash flows of Bryn Mawr for the respective periods set forth therein, and the assumptions used subject in the preparation thereof are reasonable and the adjustments used therein are appropriate case of unaudited financial statements to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "offyear-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.end adjustments.

Financial Statements. The historical financial statements of the Company included and incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement statements of net proceedsoperations, statement of members' shareholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with United States generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved. To the Company’s knowledge, except as disclosed the historical financial statements of the Golden Gallon Group, together with the related schedules and notes, incorporated by reference in the notes theretoRegistration Statement and the Prospectus, present fairly the financial position of the Golden Gallon Group at the dates indicated and the statements of income, Royal Ahold stated invested equity and cash flows of the Golden Gallon Group for the periods specified; said financial statements have been prepared in conformity with United States GAAP applied on a consistent basis throughout the periods involved. The selected historical financial data and the summary historical financial information included in the Registration Statement and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration StatementStatement and the Prospectus. The (A) pro forma financial statements and pro forma financial information of the Company, its subsidiaries and entities acquired by the Company or its subsidiaries and the related notes thereto thereto, included and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included incorporated by reference in the Registration Statement and the Prospectus Prospectus, present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and pro forma financial information and have been properly compiled on the bases described therein, and the Company believes that the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All financial statements and pro forma financial statements required to be included in the ProspectusRegistration Statement and the Prospectus pursuant to the 1933 Act, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of the 1933 Act Regulations and Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures X have been presented included in compliance with Regulation G the Registration Statement and Item 10 of Regulation S-K.the Prospectus.

Financial Statements. The financial statements included in the Registration Statement and the Prospectus, together with the related notesnotes and schedules present fairly, present fairly in all material respects, the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries at the Subsidiaries as of the dates indicated and the statement consolidated results of net proceedsoperations, statement of members' equity and statement of cash flows and changes in stockholders’ equity of Diamond Growers the Company and its consolidated subsidiaries the Subsidiaries for the periods specified; said financial statements , and have been prepared in material compliance with the requirements of the Securities Act and the Exchange Act and in conformity with United States generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout during the periods involved, except as disclosed in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and all adjustments necessary for a fair presentation of results for such periods have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) made; all pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present presents fairly in all material respects the information shown therein, have has been prepared in accordance with the Commission's rules provisions of the Securities Act and guidelines (including any modification of such rules the Rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) Regulations with respect to pro forma financial statements and have information, has been properly compiled on the pro forma bases described thereintherein in accordance with the provisions of the Securities Act and the Rules and Regulations, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. Except as set forth ; the summary and selected combined financial and operating data included in the ProspectusRegistration Statement and the Prospectus present fairly in all material respects the information shown therein and such data have been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement or the Prospectus that are not included as required; the Company and the Subsidiaries do not have any material liabilities or obligations, neither Diamond Growers, Diamond Foods nor direct or contingent (including any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined obligations), that are not described in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All Registration Statement and the Prospectus; and any disclosures contained in the Registration Statement and the Prospectus that constitute “non-GAAP financial measures measures” (as such term is defined in by the rules and regulations of the Commission) comply with Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G Exchange Act and Item 10 of Regulation S-K.K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. Each Loan Party has delivered or caused to be delivered to the Bank their most recent Financial Statements (as defined herein) (the “Historical Statements”). The Financial Statements are true, complete and accurate in all material respects and fairly present the Loan Parties’ financial statements included in the Registration Statement condition, assets and liabilities, whether accrued, absolute, contingent or otherwise and the Prospectus, together with results of the related notes, present fairly the financial position of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries Loan Parties’ operations for the periods specified; said financial statements period specified therein in each case in accordance with GAAP (as defined below) to the extent such items are required to be included thereby. The Financial Statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America effect from time to time ("“GAAP"”) consistently applied on a consistent basis throughout the periods involvedfrom period to period, except as disclosed subject in the notes thereto. The selected case of interim statements to normal year-end adjustments; provided however, that all accounting terms used in connection with any financial data covenants herein (or any definitions used in connection with the financial covenants) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled Closing Date, applied on a basis consistent with those used in preparing the Historical Statements. Notwithstanding the foregoing, if the Borrower notifies the Bank in writing that of the audited Borrower wishes to amend any financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information covenant set forth in "Managements Discussion and Analysis this Agreement (or any related definition) to eliminate the effect of Financial Condition and Results any change in GAAP occurring after the Closing Date on the operation of Operations --Supplemental Financial Information" included in such financial covenants, then the Registration Statement Bank and the Prospectus present fairly Borrower shall negotiate in good faith to amend such ratios or requirements to preserve the information shown thereinoriginal intent thereof in light of such change in GAAP; provided that, have been prepared until so amended, the Borrower’s compliance with such covenants shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants or definitions are amended in a manner satisfactory to the Borrower, and the Borrower shall provide to the Bank, when it delivers its financial statements pursuant to Section 4.2 of this Agreement, such reconciliation statements as shall be reasonably requested by the Bank. Notwithstanding the foregoing or anything in this Agreement to the contrary, whenever in this Agreement it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made on the basis of GAAP as in effect on the Closing Date (provided that if there is a change in GAAP after the Closing Date that effects the treatment of capital leases or operating leases, all financial statements delivered to the Bank in accordance with the Commission's rules and guidelines (including any modification terms of this Agreement after the date of such rules and guidelines contained change in GAAP shall be accompanied by a schedule showing the February 25, 2005 letter from the Commission's Division of Corporation Finance adjustments necessary to Diamond Growers) with respect to pro forma reconcile such financial statements and have been properly compiled on the bases described therein, and the assumptions used with GAAP as in the preparation thereof are reasonable and the adjustments used therein are appropriate effect immediately prior to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K"such accounting change)). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The financial statements of the Company -------------------- and its consolidated subsidiaries included in the Registration Statement and the ProspectusProspectuses, together with the related notes, present fairly fairly, in all material respects, the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement of net proceedsincome, statement of members' changes in stockholder's equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, involved (except as disclosed may be indicated in the notes thereto). The selected financial data and the summary financial information included in the Prospectus Prospectuses present fairly fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company and its consolidated subsidiaries included in the Registration Statement. To the best of the Company's knowledge, the financial statements of GENSAR and its consolidated subsidiaries included in the Registration Statement and the Prospectuses, together with the related notes, present fairly, in all material respects, the financial position of GENSAR and its consolidated subsidiaries at the dates indicated and the statement of operations, shareholders' equity (deficiency) and cash flows of GENSAR and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto). The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus Prospectuses present fairly fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The financial statements included included, or incorporated by reference, in the Registration Statement Statement, General Disclosure Package and the ProspectusProspectus Supplement, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly the financial position of Diamond Growers and its consolidated subsidiaries the respective entity or entities or group presented therein at the respective dates indicated and the statement of net proceedsoperations, statement of members' stockholders’ equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries such entity, as the case may be, for the periods specified; said . Such financial statements have been prepared in conformity with United States generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as disclosed if any, included, or incorporated by reference, in the notes theretoRegistration Statement, General Disclosure Package and the Prospectus Supplement present fairly, in accordance with GAAP, the information stated therein. The selected financial data and data, the summary financial information included and other financial information and data included, or incorporated by reference, in the Registration Statement, General Disclosure Package and the Prospectus Supplement present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included included, or incorporated by reference, in the Registration Statement, General Disclosure Package and the Prospectus Supplement. The (A) In addition, any pro forma financial statements information and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included thereto, if any, included, or incorporated by reference, in the Registration Statement Statement, General Disclosure Package and the Prospectus Supplement present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines and the guidelines of the American Institute of Certified Public Accountants (including any modification of such rules “AICPA”) and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) Public Company Accounting Oversight Board with respect to pro forma financial statements information and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the ProspectusRegistration Statement, neither Diamond Growersthe preliminary prospectus supplement or the Prospectus Supplement that are not included or incorporated by reference as required. All disclosures contained in the Registration Statement, Diamond Foods nor any Subsidiary the General Disclosure Package and the Prospectus Supplement regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in comply with Regulation G under the 1934 Act and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of 1933 Act Regulations, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The financial statements of the Company included in the Registration Statement and the ProspectusProspectuses, together with the related schedules and notes, present fairly the financial position of Diamond Growers the Company and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of membersstockholders' equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed . The financial statements of PCS included in the notes theretoRegistration Statement and the Prospectuses, together with the related schedules and notes, present fairly the financial position of PCS and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of PCS and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The financial statements of TCA included in the Registration Statement and the Prospectuses, together with the related schedules and notes, present fairly the financial position of TCA and its consolidated subsidiaries at the date indicated and the statement of operations, stockholders' equity and cash flows of TCA and its subsidiaries for the period specified; said financial statements have been prepared in conformity with GAAP. The supporting schedules, if any, included in the Registration Statement and the Prospectuses present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus Prospectuses present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements of the Company and its consolidated subsidiaries and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus Prospectuses present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The historical financial statements included in each Registration Statement, the Registration Statement General Disclosure Package and the Prospectus, together with the related notes, Final Prospectus present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at Subsidiaries as of the dates indicated shown and the statement their results of net proceeds, statement of members' equity operations and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries Subsidiaries for the periods specified; said shown. Except as disclosed in the General Disclosure Package and the Final Prospectus, such financial statements comply as to form in all material respects with the applicable accounting requirements of Regulation S-X and have been prepared in all material respects in conformity with generally accepted accounting principles in the United States of America ("GAAP") GAAP applied on a consistent basis throughout the periods involved, involved except as disclosed in the notes theretootherwise stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) unaudited pro forma financial statements and the related notes thereto included under the heading “Pro Forma Consolidated and (B) information set forth in "Managements Discussion and Analysis of Combined Financial Condition and Results of Operations --Supplemental Financial Information" included Statements” in the Registration Statement and the Preliminary Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements therein and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments adjustment used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except The pro forma adjustments comply as set forth to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. KPMG LLP has certified the audited financial statements of the Company included in the Registration Statement, General Disclosure Package and the Final Prospectus, neither Diamond Growersand is an independent registered public accounting firm with respect to the Company and its Subsidiaries within the Rules and Regulations and as required by the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). The other financial and statistical data included in the Registration Statement, Diamond Foods nor the General Disclosure Package and the Final Prospectus under the captions “Summary Historical and Pro Forma Consolidated and Combined Financial Data and “Selected Historical and Pro Forma Consolidated and Combined Financial Data” present fairly, in all material respects, the information shown therein and such data has been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company. The Company does not have any Subsidiary material liabilities or obligations, direct or contingent (as defined herein) has engaged in or effected including any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined obligations or any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of Registration Statement, the Commission ("Regulation G")) General Disclosure Package and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.the Final Prospectus.

Financial Statements. The audited consolidated financial statements of the Company and its Subsidiaries, together with related notes and schedules, and the unaudited consolidated financial statements of the Company and its Subsidiaries, together with any related notes and schedules (the "Unaudited Financial Statements"), as included in any Preliminary Prospectus, the Prospectus and the Registration Statement and (collectively, the Prospectus, together with the related notes"Company Financial Statements"), present fairly the financial position position, the results of Diamond Growers operations and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of changes in cash flows of Diamond Growers the Company and its Subsidiaries, on a consolidated subsidiaries basis, at the indicated dates and for the indicated periods specified; said financial statements and comply with the requirements of the Securities Act and the Rules and Regulations thereunder. The Company Financial Statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America ("GAAP") principles, consistently applied on a consistent basis throughout the periods involved, except as disclosed and all adjustments necessary for a fair presentation of the results for such periods have been made, none of which, individually or in the aggregate, will be material. The financial statement schedules and the summary, selected and statistical financial information and data, and related notes thereto. The selected financial data , included in any Preliminary Prospectus, the Prospectus and the summary financial information included in the Prospectus Registration Statement present fairly the information and data shown therein and therein, have been compiled on a basis consistent with that the Company Financial Statements included therein and comply with the requirements of the audited financial statements included in Securities Act and the Registration StatementRules and Regulations thereunder. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in any Preliminary Prospectus, the Prospectus and the Registration Statement and the Prospectus present fairly the information shown therein, have has been prepared in accordance with the Commission's rules Rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect Regulations relating to pro forma financial statements and have information, has been properly compiled on the pro forma bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. Except as set forth No other financial statements or schedules are required to be included in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.Registration Statement.

Financial Statements. The financial statements included or incorporated by reference in each of the Registration Statement and the Prospectus, together with the related notesschedules and notes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and present fairly the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated shown and the statement its results of net proceeds, statement of members' equity operations and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“U.S. GAAP"”) applied on a consistent basis throughout the periods involved, covered thereby except as disclosed for any normal year-end adjustments in the notes theretoCompany’s quarterly financial statements. The selected financial data and the summary other financial information included in each of the Registration Statement and the Prospectus present has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown therein thereby. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act and have been compiled on a basis consistent with that the rules and regulations of the audited financial statements Commission thereunder; to the extent included in the Registration Statement. The (A) Statement and the Prospectus, the pro forma financial statements information and the related notes thereto included therein have been prepared in accordance with the applicable requirements of the Securities Act and (B) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in "Managements Discussion the Registration Statement and Analysis the Prospectus in all material respects; all other information regarding the financial condition or results of Financial Condition and Results operations of Operations --Supplemental Financial Information" the Company or its subsidiaries included in the Registration Statement and the Prospectus present has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereinthereby. The statistical, have been prepared industry-related and market-related data included in accordance each of the Registration Statement and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate and such data is consistent with the Commission's rules and guidelines (including any modification of such rules and guidelines contained sources from which they are derived, in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used each case in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.all material respects.

Financial Statements. The consolidated financial statements included of the Company incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, comply as to form in all material respects with the requirements of Regulation S-X of the Commission and present fairly fairly, in all material respects, the financial position and results of Diamond Growers operations of the Company and its Subsidiaries on a consolidated subsidiaries basis, or such other entities, as the case may be, as of and at the dates indicated indicated, and the statement of net proceedsoperations, statement of members' stockholders’ equity and statement of cash flows of Diamond Growers the Company and its Subsidiaries on a consolidated subsidiaries basis, or such other entities, as the case may be, for the periods specified; said such financial statements have been prepared in conformity with accounting principles generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved, involved except as disclosed to the extent indicated in such financial statements or notes thereto; and the supporting schedules incorporated by reference in the notes theretoRegistration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. The (A) In addition, any pro forma financial statements of the Company and its subsidiaries and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the ProspectusRegistration Statement, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged the Disclosure Package and the Prospectus present fairly the information called for in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined all material respects and were prepared in Item 303 of Regulation S-K of accordance with the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) Commission’s rules and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.guidelines applicable thereto.

Financial Statements. The consolidated financial statements included in of the Company and the financial statements of each entity acquired by the Company (each, an “Acquired Entity”), including the schedules and notes thereto, filed as part of the Registration Statement and those included in the Prospectus, together with the related notes, Prospectus present fairly in all material respects the financial position of Diamond Growers the Company, and its consolidated subsidiaries at and each Acquired Entity as of the dates date indicated and the statement results of net proceedsits operations, statement of members' stockholders’ equity and statement of cash flows of Diamond Growers the Company, and its consolidated subsidiaries and each Acquired Entity for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout and comply with the periods involvedrequirements of Regulation S-X promulgated by the Commission. Deloitte & Touche LLP, except whose report is filed with the Commission as disclosed in a part of the notes theretoRegistration Statement, are, with respect to the Company and its subsidiaries, an independent registered public accounting firm within the meaning of the Securities Act and the Regulations and has been registered with the Public Company Accounting Oversight Board. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the Registration Statement or the Prospectus, neither Diamond Growersor incorporated by reference therein, Diamond Foods nor any Subsidiary regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" comply with Regulation G of the Securities Exchange Act of 1934 (as defined in the “Exchange Act”) and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of Securities Act, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The financial statements included As of June 30, 2007, the Partnership would have had, on the consolidated basis indicated in the Registration Statement Statement, the Disclosure Package and the ProspectusProspectus (and any amendment or supplement thereto), together with the capitalization as set forth therein. The historical financial statements (including the related notes, present fairly the financial position of Diamond Growers notes and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP"supporting schedules) applied on a consistent basis throughout the periods involved, except as disclosed in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and , the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Disclosure Package and the Prospectus (and any amendment or supplement thereto) present fairly in all material respects the information financial position, results of operations and cash flows of the entities purported to be shown therein, thereby on the basis stated therein at the respective dates or for the respective periods to which they apply and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the Commission's rules periods involved except to the extent disclosed therein, the absence of footnotes (in respect of interim and guidelines (including any modification of such rules pro-forma financial information) and guidelines contained normal year-end adjustments. The summary historical and pro forma financial and operating information set forth in the February 25Registration Statement, 2005 letter the Disclosure Package and the Prospectus (and any amendment or supplement thereto) under the caption "Summary—Summary Historical and Pro Forma Financial and Operating Data" and the selected historical and pro forma financial and operating information set forth under the caption "Selected Historical and Pro Forma Financial and Operating Data" is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical financial statements and pro forma financial statements, as applicable, from the Commission's Division of Corporation Finance to Diamond Growers) with respect to which it has been derived. The pro forma financial statements of the Partnership included in the Registration Statement, the Disclosure Package and the Prospectus (and any amendment or supplement thereto) have been properly compiled on prepared in all material respects in accordance with the bases described therein, and applicable requirements of Article 11 of Regulation S-X of the Commission; the assumptions used in the preparation thereof are reasonable of such pro forma financial statements are, in the opinion of the management of the Abraxas Parties, reasonable; and the pro forma adjustments used therein are appropriate to give effect reflected in such pro forma financial statements have been properly applied to the transactions and circumstances referred to therein. Except as set forth historical amounts in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 compilation of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP such pro forma financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.statements.

Financial Statements. (a) The financial statements included in consolidated balance sheets of the Registration Statement Borrower and its Consolidated Subsidiaries as at May 31, 2008 and the Prospectusrelated consolidated statements of operations, together with changes in equity and cash flows for the fiscal year ended May 31, 2008, including the related notes, accompanied by the opinion and report thereon of Deloitte & Touche LLP, independent public accountants, heretofore delivered to the Banks, present fairly in all material respects in accordance with generally accepted accounting principles (i) the consolidated financial position of Diamond Growers the Borrower and its consolidated subsidiaries Consolidated Subsidiaries as at the dates indicated date of said balance sheets and (ii) the statement consolidated results of net proceeds, statement the operations of members' equity and statement of cash flows of Diamond Growers the Borrower and its consolidated subsidiaries Consolidated Subsidiaries for said fiscal year. The Borrower has no material liabilities (contingent or otherwise) of the periods specified; said type required to be disclosed in financial statements or footnotes which are not disclosed by or reserved against in the most recent audited financial statements or in the notes thereto other than (i) Indebtedness incurred and (ii) loan and guarantee commitments issued in each case by the Borrower in the ordinary course of business since the date of such financial statements. All such financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statementprior periods, except as disclosed therein. The (A) pro forma financial statements and the related notes thereto and (B) information same representations as are set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, this Section 4.02 shall be deemed to have been prepared made by the Borrower in accordance with respect of the Commission's rules most recent annual and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma quarterly financial statements of the Borrower and have been properly compiled on its Consolidated Subsidiaries (except that the bases described therein, annual opinion and the assumptions used in the preparation thereof are reasonable report of Deloitte & Touche LLP may be replaced by an opinion and the adjustments used therein are appropriate report of another nationally recognized firm of independent public accountants) furnished or required to give effect be furnished to the transactions and circumstances referred Banks prior to therein. Except as set forth in or at the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K time of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G making of each Loan hereunder, at the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.time the same are furnished or required to be furnished.

Financial Statements. The financial statements of the Predecessor (as defined in the Registration Statement) and the Partnership included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the respective financial position of Diamond Growers the Predecessor and its the Partnership and their respective consolidated subsidiaries at the dates indicated and the statement results of net proceedsoperations, statement of changes in members' equity ’ equity/partners’ capital, as applicable, and statement of cash flows of Diamond Growers the Predecessor and its consolidated subsidiaries for the periods specified; said and all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") GAAP applied on a consistent basis throughout the periods involved, except as disclosed in involved and comply with all applicable accounting requirements under the notes thereto1933 Act and the 1933 Act Regulations. The selected financial data and the summary financial information supporting schedules, if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be stated therein. The historical financial information in the Pre-Pricing Prospectus present and the Prospectus under the captions “Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The (A) unaudited pro forma condensed financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth ; and the pro forma financial information appearing in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) Pre-Pricing Prospectus and the Prospectus under the captions “Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and has engaged in or effected any transaction or arrangement been compiled on a basis consistent with that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K"))unaudited pro forma condensed financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. All “non-GAAP financial measures measures” (as such term is defined in Regulation G the rules and regulations of the Commission ("Regulation G"Commission)) , if any, contained in the Registration Statement, the General Disclosure Package and ratios derived using non-GAAP financial measures have been presented in compliance the Prospectus comply with Regulation G and Item 10 of Regulation S-K.K of the Commission, to the extent applicable.

Financial Statements. (a) Schedule 3.4(a) contains true and complete copies of the Bank’s (i) audited statements of financial condition and related statements of income, changes in shareholders’ equity and cash flows, as of and for the years ended December 31, 2005 and 2004, accompanied by the report thereon of Xxxxxx & Xxxxxxx Company, P.C. (the “Annual Financial Statements”), and (ii) unaudited statement of financial condition and related statement of income as of March 31, 2006 (the “Interim Financial Statements”). The financial statements included in Bank has also made available to Parent true and complete copies of all Consolidated Reports of Condition and Income filed by the Registration Statement Bank with bank regulatory authorities as of and for each period during the Prospectusthree years ended December 31, together with 2005 (the related notes“Call Reports”). The Annual Financial Statements, Interim Financial Statements and Call Reports are collectively referred to herein as the “Bank Financial Statements”. The Annual Financial Statements fairly present fairly the financial position of Diamond Growers the Bank and the results of its consolidated subsidiaries operations at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements have been prepared indicated therein in conformity with United States generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout consistently during the periods involvedcovered thereby. The Interim Financial Statements fairly present the financial position of the Bank and the results of its operations at the dates and for the periods indicated in conformity with GAAP consistently applied during the periods covered thereby, except as disclosed that the Interim Financial Statements are subject to normal year-end adjustments required by GAAP. As of their respective dates, the Call Reports complied with the rules and regulations of Applicable Banking Authorities and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that light of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown thereincircumstances under which they were made, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.not misleading.

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the related notesnotes and schedules, present fairly fairly, in all material respects, the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries at the Subsidiaries as of the dates indicated and the statement consolidated results of net proceedsoperations, statement of members' equity and statement of cash flows and changes in shareholders’ equity of Diamond Growers and its consolidated subsidiaries the Company for the periods specified; said financial statements specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, applicable Canadian securities laws and rules and in conformity with U.S. generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout during the periods involved, except as disclosed in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited ; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included or incorporated by reference in the Registration Statement and the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto) and the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement and the Prospectus and the free writing prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and the Prospectus. The pro forma financial data of the Company and its Subsidiaries included under the caption “Dilution” in the Registration Statement or the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements therein and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) Registration Statement and the Prospectus fairly presents the information called for in all material respects and has engaged been prepared in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of accordance with the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) Commission’s rules and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.guidelines applicable thereto.

Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related notesapplicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of net proceeds, statement of members' equity their operations and statement of the changes in their cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said except as disclosed therein, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedcovered thereby, except as disclosed and any supporting schedules included or incorporated by reference in the notes thereto. The selected financial data Registration Statement present fairly in all material respects the information required to be stated therein; and the summary other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly the information shown therein thereby; and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements information and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules applicable requirements of the Securities Act and guidelines (including any modification of such rules and guidelines contained in the February 25Exchange Act, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described thereinas applicable, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The financial statements (including the related notes thereto) of SPTS Technologies Group Limited (“SPTS”) and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged the Pricing Disclosure Package and the Prospectus comply in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K all material respects with the applicable requirements of the Commission ("Regulation S-K")). All non-GAAP Securities Act and the Exchange Act, as applicable, and present fairly the financial measures (position of SPTS and its consolidated subsidiaries as defined in Regulation G of the Commission ("Regulation G")) dates indicated and ratios derived using non-GAAP the results of their operations and the changes in their cash flows for the periods specified; except as disclosed therein, such financial measures statements have been presented prepared in compliance conformity with Regulation G generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby, and Item 10 of Regulation S-K.any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein.

Financial Statements. The audited historical consolidated financial statements included and related notes of the Company and the Subsidiaries contained in the Registration Statement Offering Circular (the “Company Audited Financial Statements”) and the Prospectusunaudited condensed consolidated financial statements and related notes of the Company and the Subsidiaries contained in the Offering Circular (the “Company Interim Financial Statements” and, together with the related notesCompany Audited Financial Statements, the “Company Financial Statements”) present fairly the consolidated financial position position, results of Diamond Growers operations and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries the Subsidiaries, as of the respective dates and for the respective periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedto which they apply, and, except as disclosed in the notes theretoOffering Circular, have been prepared in accordance with GAAP consistently applied throughout the periods involved and the requirements of Regulation S-X that would be applicable if the Offering Circular were a prospectus included in a registration statement on Form S-1 filed under the Act (the “S-X Requirements”). The selected summary historical financial data and the summary financial information included in the Prospectus present fairly Offering Circular for the information shown therein Company and the Subsidiaries have been compiled prepared on a basis consistent with that of the audited Company Financial Statements and present fairly the financial statements position and results of operations of the Company and the Subsidiaries, on a consolidated basis, as of the respective dates and for the respective periods indicated. The pro forma consolidated financial information and related notes included in the Registration Statement. The Offering Circular (Aw) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included except as disclosed in the Registration Statement and the Prospectus present fairly the information shown thereinOffering Circular, have been prepared in accordance comply with the Commission's S-X Requirements and all other rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) Commission with respect to pro forma financial statements statements, (x) present fairly the pro forma consolidated financial position and results of operations of the Company and the Subsidiaries as of the dates and for the periods indicated, after giving effect to the Transactions, (y) have been properly compiled prepared on a basis consistent with the bases described Company Financial Statements, except for the pro forma adjustments specified therein, and (z) are based on good faith, reasonable estimates and assumptions of the assumptions used Company. The summary pro forma financial data included in the preparation thereof are reasonable Offering Circular have been derived from such pro forma financial information and present fairly the pro forma consolidated financial position and results of operations of the Company and the adjustments used therein Subsidiaries as of the respective dates and for the respective periods indicated. The statistical and market and industry related data included in the Offering Circular are appropriate based on or derived from sources the Company believes to give effect be reliable and accurate. Each of The Xxxxx Group, P.C. and PricewaterhouseCoopers LLP are independent public accountants with respect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.Company Entities.

Financial Statements. The financial statements included in the Registration Statement and the Prospectus, together with related notes of the related notes, present fairly the financial position of Diamond Growers Company and its consolidated subsidiaries at Subsidiaries included or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Rights Offering Registration Statement, the Rights Offering Prospectus and the Initial Resale Registration Statement, comply or will comply, as the case may be, in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulation of the Commission thereunder (the “Exchange Act”), as applicable, and present fairly in all material respects the financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified, subject, in the case of the unaudited financial statements, to absence of disclosure normally made in footnotes and to customary year end adjustments which shall not be material; said such financial statements have been prepared in conformity with U.S. generally accepted accepting accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involvedcovered thereby, except as disclosed and the supporting schedules included or incorporated by reference in the notes thereto. The selected financial data Company SEC Documents, and to be included or incorporated by reference in the Rights Offering Registration Statement, the Rights Offering Prospectus and the summary Initial Resale Registration Statement, present fairly the information required to be stated therein in all material respects; and the other financial information included or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Rights Offering Registration Statement, the Rights Offering Prospectus and the Initial Resale Registration Statement, has been or will be derived from the accounting records of the Company and its Subsidiaries and presents fairly or will present fairly the information shown therein thereby in all material respects; and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements information and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Rights Offering Registration Statement Statement, the Rights Offering Prospectus and the Prospectus present fairly the information shown thereinInitial Resale Registration Statement, have been or will be prepared in all material respects in accordance with the Commission's rules applicable requirements of the Securities Act and guidelines (including any modification of such rules and guidelines contained in the February 25Exchange Act, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described thereinas applicable, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the ProspectusCompany SEC Documents and will be set forth in the Rights Offering Registration Statement, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of Rights Offering Prospectus and the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.Initial Resale Registration Statement.

Financial Statements. The financial statements of the Company included in the Registration Statement and the Prospectus, together with the related notes, Private Placement Memorandum present fairly the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries Subsidiaries as of and at the dates indicated and present fairly the statement results of net proceeds, statement operations and cash flow of members' equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for of and at the periods specified; said dates indicated. The financial statements of NEG Oil & Gas, LLC included in the Private Placement Memorandum present fairly the consolidated financial position of NEG Oil & Gas, LLC and its consolidated subsidiaries as of and at the dates indicated and present fairly the results of operations and cash flow of NEG Oil & Gas, LLC and its consolidated subsidiaries of and at the dates indicated. Such financial statements of the Company and NEG Oil & Gas, LLC comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") GAAP applied on a consistent basis throughout the periods involved, except as disclosed may be expressly stated in the related notes thereto. The selected financial data and the summary financial information included set forth in the Prospectus Private Placement Memorandum under the captions “Summary—Summary SxxxXxxxx Consolidated Historical Financial Data”, “Summary— Summary NEG Oil & Gas Consolidated Historical Financial Data”, “Capitalization”, “SxxxXxxxx Energy Selected Historical Financial Data” and “NEG Selected Historical Financial Data” fairly present fairly the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included contained in the Registration StatementPrivate Placement Memorandum. The (A) pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" the other pro forma financial data included in the Registration Statement and the Prospectus present fairly the information shown therein, Private Placement Memorandum have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The consolidated financial statements included in of the Company and the financial statements of each entity acquired by the Company (each, an “Acquired Entity”), including the schedules and notes thereto, filed as part of the Registration Statement and those included or incorporated by reference in the Prospectus, together with the related notes, Prospectus present fairly in all material respects the financial position of Diamond Growers the Company, its consolidated subsidiaries and each Acquired Entity, as applicable, as of the date indicated and the results of its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries at the dates indicated and the statement of net proceedseach Acquired Entity, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries as applicable, for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involvedor, if such entity is a foreign entity, such other accounting principles applicable to such foreign entity, (except as disclosed may be expressly stated in the related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. PricewaterhouseCoopers LLP, whose report is filed with the Commission as a part of the Registration Statement, are, with respect to the Company and its subsidiaries, independent accountants as required by the Securities Act and the Regulations and have been registered with the Public Company Accounting Oversight Board. The selected financial data and the summary financial information included in or incorporated by reference in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus Prospectus, or incorporated by reference therein, present fairly the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth All disclosures contained in the Registration Statement or the Prospectus, neither Diamond Growersor incorporated by reference therein, Diamond Foods nor any Subsidiary regarding “non-GAAP financial measures” (as such term is defined hereinby the rules and regulations of the Commission) has engaged comply in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" all material respects with Regulation G of the Securities Exchange Act of 1934 (as defined in the “Exchange Act”) and Item 303 10 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of Securities Act, to the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.extent applicable.

Financial Statements. The financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects, the financial position and results of Diamond Growers operations of the Company and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of members' stockholders’ equity and statement of cash flows of Diamond Growers the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved, except as disclosed that interim financial data shall be subject to normal year-end adjustments consistent with past practice. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the notes theretoinformation required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled prepared on a basis consistent with that of the audited financial statements included in the Registration Statement. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The (A) other financial and statistical information and data included in the Registration Statement, the General Disclosure Package or the Prospectus have been prepared on a basis consistent with the historical consolidated financial statement included in the Registration Statement, the General Disclosure Package or the Prospectus, and the books and records of the Company. The assumptions used in preparing the pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly provide a reasonable basis for presenting the information shown therein, have been prepared in accordance with significant effects directly attributable to the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions and the assumptions used in pro forma columns therein reflect the preparation thereof are reasonable and the proper application of those adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP corresponding historical financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.statement amounts.

Financial Statements. During the one (1) year prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC (other than Section 16 ownership filings) pursuant to the reporting requirements of the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. Except as set forth on Schedule 3(m), as of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Registration Statement SEC Documents complied in all material respects with applicable accounting requirements and the Prospectus, together published rules and regulations of the SEC with respect thereto as in effect as of the related notes, present fairly the financial position time of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said filing. Such financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States of America ("“GAAP") applied on a consistent basis throughout ”), consistently applied, during the periods involved, involved (except (i) as disclosed may be otherwise indicated in such financial statements or the notes thereto. The selected , or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial data position of the Company as of the dates thereof and the summary financial results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the Prospectus present fairly SEC Documents (including, without limitation, information referred to in the information shown disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein and have been compiled on a basis consistent with that not misleading, in the light of the audited circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the Registration StatementSEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in material compliance with GAAP and the rules and regulations of the SEC. The (A) pro forma financial statements and Company has not been informed by its independent accountants that they recommend that the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including Company amend or restate any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G Financial Statements or that there is any need for the Company to amend or restate any of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K.Financial Statements.

Financial Statements. The Financial Statements have been made available to each of the Buyers. Each of the Financial Statements fairly presents in all material respects the financial statements included in condition of the Registration Statement Company, its Managed Practices and its Covered Subsidiaries, on a consolidated basis, as of its respective date, and the Prospectusresults of operations of the Company, together with the related notes, present fairly the financial position of Diamond Growers its Managed Practices and its Covered Subsidiaries, on a consolidated subsidiaries at the dates indicated and the statement of net proceedsbasis, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements have been related thereto, subject, in the case of the Unaudited Financial Statements, to normal year-end adjustments. Except as set forth on Schedule 3.7, each of the Financial Statements was prepared in conformity accordance with generally accepted accounting principles in the United States of America ("GAAP") GAAP applied on a consistent basis throughout the periods involvedindicated, except as disclosed except, in the notes thereto. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that case of the audited financial statements included in Unaudited Financial Statements, for the Registration Statement. The (A) pro forma financial statements absence of footnote disclosure and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinnormal year-end adjustments. Except as set forth in the ProspectusFinancial Statements, neither Diamond Growers, Diamond Foods the Company nor any Subsidiary of its Covered Subsidiaries or Managed Practices has any liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the Latest Balance Sheet Date; (ii) obligations under contracts and commitments incurred in the ordinary course of business; (iii) liabilities and obligations of a type or nature not required under GAAP to be reflected in the Financial Statements and (iv) liabilities incurred in connection with the transactions contemplated by this Agreement and the Merger Agreement, including the Debt Financing, which, in all such cases described in clauses (i), (ii) and (iii), individually and in the aggregate, would not reasonably be expected to be material to the Company. The Company maintains, and has maintained for periods reflected in the Financial Statements, a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general and specific authorizations; (ii) transactions are recorded as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K necessary to permit preparation of the Commission Financial Statements in accordance with GAAP, consistently applied, and to maintain asset accountability; and ("Regulation S-K"))iii) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. All non-GAAP Neither the Company’s internal accounting personnel that are responsible for preparing the financial measures (as defined in Regulation G statements of the Commission Company ("Regulation G"including the Financial Statements) nor the Company’s independent accountants have identified a material weakness or any significant deficiency in the systems of internal controls utilized by the Company, except as described in the Financial Statements. There has been no fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls of the Company or the preparation of the financial statements of the Company (including the Financial Statements)) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The historical financial statements and schedules of the predecessor to the Partnership together with its consolidated subsidiaries (the “Predecessor”) included in the Registration Statement Statement, the most recent Preliminary Prospectus and the Prospectus, together with the related notes, Prospectus present fairly the financial position condition, results of Diamond Growers operations and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers the Predecessor as of the dates and its consolidated subsidiaries for the periods specified; said financial statements indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, involved (except as disclosed otherwise noted therein). The summary historical and pro forma financial and operating information set forth in the notes thereto. The selected financial data Registration Statement, the most recent Preliminary Prospectus and the summary Prospectus under the caption “Prospectus Summary—Summary Historical and Pro Forma Financial and Operating Data” and the selected historical and pro forma financial and operating information included set forth under the caption “Selected Historical and Pro Forma Financial and Operating Data” in the Registration Statement, the most recent Preliminary Prospectus present fairly and the information shown therein Prospectus is accurately presented in all material respects and have been compiled prepared on a basis consistent with that the audited and unaudited historical financial statements and pro forma financial statements, as applicable, from which it has been derived, unless expressly noted otherwise. The other financial information of the audited Partnership Entities, including non-GAAP financial measures, if any, contained in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus has been derived from the accounting records of the Partnership Entities and fairly presents in all material respects the information purported to be shown thereby. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement. The , the most recent Preliminary Prospectus or the Prospectus that are not so included as required; the Partnership Entities do not have any material liabilities or obligations, direct or contingent (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the most recent Preliminary Prospectus and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules Prospectus; and guidelines (including any modification of such rules and guidelines all disclosures contained in the February 25Registration Statement, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the most recent Preliminary Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary the Prospectus and each Permitted Free Writing Prospectus (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All regarding “non-GAAP financial measures measures” (as such term is defined in Regulation G by the rules and regulations of the Commission ("Regulation G")Commission) and ratios derived using non-GAAP financial measures have been presented in compliance comply with Regulation G and Item 10 of Regulation S-K.K under the Act, to the extent applicable.

Financial Statements. The financial statements included in filed with the Commission as a part of the Registration Statement and the Prospectus, together with the related notes, Prospectus present fairly in all material respects the consolidated financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of net proceedstheir operations, statement of members' changes in stockholders’ equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as disclosed may be expressly stated in the related notes thereto and except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain all footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The selected No other financial data and the summary financial information statements or supporting schedules are required to be included in the Registration Statement or the Prospectus. The financial data set forth in each of the Registration Statement and the Prospectus under the captions “Selected Consolidated Financial Data” and “Capitalization” fairly present fairly in all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included contained in the Registration Statement and the Prospectus present fairly Prospectus. To the information shown thereinCompany’s knowledge, have no person who has been prepared suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in accordance or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission's rules and guidelines (including any modification Commission as a part of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, Registration Statement and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, together with the related notes, present fairly the financial position of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout basis; and the periods involvedsupporting schedules, except as disclosed if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly in all material respects the notes theretoinformation required to be stated therein. The selected financial data and the summary financial information of the Company included in in, or incorporated by reference into, the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company included in in, or incorporated by reference into, the Registration StatementStatement and the Prospectus. The (A) pro forma financial statements of certain revenues and expenses of the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" properties acquired or proposed to be acquired by the Company, if any, included in in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly in all material respects the information shown set forth therein and have been prepared, in all material respects, in accordance with the applicable financial statement requirements of Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. The pro forma financial statements and the other pro forma financial information (including the notes thereto) of the Company, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared prepared, in all material respects, in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, therein and the assumptions used in the preparation thereof of such pro forma financial statements and other pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. Except To the knowledge of the Company, the consolidated financial statements and supporting schedules of DDR–SAU Retail Fund, L.L.C. (“DDR–SAU”) incorporated by reference into the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, the consolidated financial position of DDR–SAU and its consolidated subsidiaries as set forth of the dates indicated and the results of its operations for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged such financial statements have been prepared in or effected any transaction or arrangement that would constitute an "offall material respects in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement requirements of Rule 3-balance sheet arrangement" (as defined in Item 303 09 of Regulation S-K of X. All disclosures contained in the Commission ("Regulation S-K")). All Registration Statement and the Prospectus regarding “non-GAAP financial measures measures” (as such term is defined in Regulation G by the rules and regulations of the Commission ("Regulation G"Commission)) and ratios derived using non-GAAP financial measures have been presented in compliance , if any, comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K.K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects (1) the financial position of Diamond Growers the Company at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company for the periods specified and (2) the financial position of ICG LLC, and its consolidated subsidiaries at the dates indicated and the statement of net proceedsoperations, statement of changes in members' ’ equity and statement of cash flows of Diamond Growers ICG LLC and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("“GAAP"”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as disclosed if any, present fairly in accordance with GAAP the notes theretoinformation required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth No other financial statements or schedules of the Company, ICG LP or any of their subsidiaries are required by the 1933 Act or the 1933 Act Regulations to be included in the Registration Statement, the General Disclosure Package or the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K")). All non-GAAP financial measures (as defined in Regulation G of the Commission ("Regulation G")) and ratios derived using non-GAAP financial measures have been presented in compliance with Regulation G and Item 10 of Regulation S-K..

Financial Statements. The financial statements of the Predecessor (as defined in the Registration Statement) and the Partnership included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the respective financial position of Diamond Growers the Predecessor and its the Partnership and their respective consolidated subsidiaries at the dates indicated and the statement results of net proceedsoperations, statement of members' equity changes in partners’ capital/stockholders’ equity, as applicable, and statement of cash flows of Diamond Growers the Predecessor and its consolidated subsidiaries for the periods specified; said and all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") GAAP applied on a consistent basis throughout the periods involved, except as disclosed in involved and comply with all applicable accounting requirements under the notes thereto1933 Act and the 1933 Act Regulations. The selected financial data and the summary financial information supporting schedules, if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be stated therein. The historical financial information in the Pre-Pricing Prospectus present and the Prospectus under the captions “Summary Historical and Pro Forma Financial and Operating Data” and “Selected Historical and Pro Forma Financial and Operating Data” presents fairly in all material respects the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The (A) pro forma financial statements and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth ; and the pro forma financial information appearing in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) Pre-Pricing Prospectus and the Prospectus under the captions “Summary Historical and Pro Forma Financial and Operating Data” and “Selected Historical and Pro Forma Financial and Operating Data” presents fairly in all material respects the information shown therein and has engaged in or effected any transaction or arrangement been compiled on a basis consistent with that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K of the Commission ("Regulation S-K"))pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. All “non-GAAP financial measures measures” (as such term is defined in Regulation G the rules and regulations of the Commission ("Regulation G"Commission)) , if any, contained in the Registration Statement, the General Disclosure Package and ratios derived using non-GAAP financial measures have been presented in compliance the Prospectus comply with Regulation G and Item 10 of Regulation S-K.K of the Commission, to the extent applicable.

Financial Statements. The financial statements of the Company and its subsidiaries and the related notes thereto included in each of the Registration Statement Time of Sale Information and the Prospectus, together with the related notes, Offering Memorandum present fairly in all material respects the financial position of Diamond Growers the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of net proceeds, statement of members' equity their operations and statement of the changes in their cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said such financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, applied on a consistent basis throughout the respective periods covered thereby; the other financial information included in each of the Time of Sale Information and the Offering Memorandum has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby and the financial information included in each of the Time of Sale Information and the Offering Memorandum presented under Canadian generally accepted accounting principles (“Canadian GAAP”) has been derived from financial statements of the Company prepared in the United States of America ("conformity with Canadian GAAP") , applied on a consistent basis throughout the periods involved, except as disclosed in the notes thereto. The selected financial data covered thereby; and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The (A) pro forma financial statements consolidated statement of operations for the twelve month period ended June 30, 2013 and the related notes thereto and (B) information set forth in "Managements Discussion and Analysis of Financial Condition and Results of Operations --Supplemental Financial Information" included in each of the Registration Statement Time of Sale Information and the Prospectus present fairly the information shown therein, have Offering Memorandum has been prepared in accordance with the Commission's rules and guidelines (including any modification of such rules and guidelines contained guidance set forth in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) National Instrument 51-102- Continuous Disclosure Obligations with respect to pro forma financial statements and have been properly compiled on the bases described thereininformation, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as set forth in the Prospectus, neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in Item 303 of Regulation S-K each of the Commission ("Regulation S-K"))Time of Sale Information and the Offering Memorandum. All non-GAAP The financial measures (as defined statements of CGA Mining Limited and its subsidiaries and the related notes thereto included in Regulation G each of the Commission ("Regulation G")) Time of Sale Information and ratios derived using non-GAAP the Offering Memorandum present fairly in all material respects the financial measures position of CGA Mining Limited and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been presented prepared in compliance conformity with Regulation G and Item 10 of Regulation S-K.IFRS as issued by the International Accounting Standards Board, applied on a consistent basis throughout the respective periods covered thereby.