Common use of Financial Information Clause in Contracts

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form comply in all material respects with applicable accounting the requirements of the Securities Act and the published rules Exchange Act and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlespresent fairly, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 respects, the consolidated financial position of the Company and the its Subsidiaries (as defined below) as of the dates indicated and the consolidated results statements of operations operations, statements of changes in stockholders’ equity, and statements of cash flows of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-year end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in conformity with GAAP (as defined below) applied on a consistent basis during the aggregateperiods involved (except as otherwise noted therein); the other summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information presented therein as at the respective dates and for the respective periods specified and are derived from the consolidated financial statements and the books and records of the Company; there . There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the . The Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or (excluding the Prospectus (including exhibits thereto thereto) and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto Company and its Subsidiaries (as in effect defined below) as of the time dates indicated and the results of filing. Such their operations and the changes in their consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, 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. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company Company, including the related notes and schedules, included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectusespresent fairly, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or to accounting standards and practices as are noted therein and except in the aggregate)case of unaudited financial statements to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits theretothereto and Incorporated Documents) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 truly, accurately and 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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or to accounting standards and practices as are noted therein and except in the aggregate)case of unaudited financial statements to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits theretothereto and Incorporated Documents) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.;

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in compliance with the aggregate)requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited financial statements statements, to normal year-end audit adjustments) and have been prepared in accordance compliance with generally accepted accounting principlesthe requirements of the Securities Act and Exchange Act, consistently applied, during the periods involved as applicable and in conformity with GAAP (except: as defined below) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto Company and its Subsidiaries (as in effect defined below) on a consolidated basis as of the time dates indicated and the results of filing. Such their operations and the changes in their consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, 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. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.

Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto as in effect Company as of the time dates indicated and the results of filing. Such its operations and the changes in its consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, 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. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved (except that will any interim statements are in condensed form and do not contain all footnotes that would be material, either individually or in the aggregaterequired under GAAP and are subject to year-end audit adjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto) and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the ProspectusPricing Disclosure Package, and the Issuer Free Writing Prospectuses, if anyProspectus, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in accordance compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States (except: “GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the ProspectusPricing Disclosure Package, and the Issuer Free Writing Prospectuses, if anyProspectus, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including Statement, the exhibits thereto) Pricing Disclosure Package, the Pricing Disclosure Package, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Pricing Disclosure Package and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or to accounting standards and practices as are noted therein and except in the aggregate)case of unaudited financial statements to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits theretothereto and Incorporated Documents) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved (except that will any interim statements are in condensed form and do not contain all footnotes that would be material, either individually or in the aggregaterequired under GAAP and are subject to year-end audit adjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto) and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or to accounting standards and practices as are noted therein and except in the aggregate)case of unaudited financial statements to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits theretothereto and Incorporated Documents) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration Statement, Disclosure Package and the ProspectusProspectus comply with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto as in effect Company as of the time dates indicated and the results of filing. Such its operations and the changes in its consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) statements as noted therein), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained information included or incorporated by reference in the Registration Statement, the Prospectus, Disclosure Package and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with Prospectus has been derived from the financial statements and books and accounting records of the Company; there are no Company and presents fairly the information shown thereby. Any pro forma financial statements (historical or pro forma) that are required to be data included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, Disclosure Package and the ProspectusProspectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the Issuer Free Writing Prospectusesassumptions used in the preparation of such pro forma financial statements and data are reasonable, if anythe 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. No other financial statements or schedules of the Company or any other entity are required by the Securities Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement, Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by Item 10 of Regulation S-K under the rules and regulations of the SECSecurities Act) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement and the Prospectus.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The (a) Each of the consolidated financial statements of the Company included (including, in each case, any notes thereto) contained (or incorporated by reference reference) in the Registration StatementCompany SEC Documents (i) present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the its Subsidiaries as of the dates indicated thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods specified covered thereby (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that will have not had, and would not reasonably be expected to have, a Company Material Adverse Effect) and (ii) were prepared in accordance with GAAP consistently applied during the periods covered thereby (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC). (b) The Company has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to all applicable Company SEC Documents. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. As used in this Section 4.07(b), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (c) The Company maintains, and has maintained, a standard system of accounting established and administered in accordance with GAAP applied on a consistent basis. Except as would not be materialmaterial to the Company and its Subsidiaries, either taken as a whole, the Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorizations and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. To the knowledge of the Company, since December 31, 2016, no Company Entity has identified or been made aware of any material fraud by any employee of a Company Entity who has, or had, a role in the preparation of the financial statements contained in the Company SEC Documents or the internal control over financial reporting utilized by the Company Entities. (d) Except (i) as set forth in the consolidated financial statements contained (or incorporated by reference) in the Company SEC Documents or the notes thereto, (ii) fees and expenses arising out of or in connection with this Agreement or the GPC Merger Agreement, (iii) as specifically contemplated by this Agreement or (iv) as set forth in Section 4.07(d) of the Company Disclosure Letter, since December 31, 2017, the Company and its Subsidiaries have not incurred any Liabilities that are of a nature that would be required to be disclosed on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto prepared in conformity with GAAP, other than Liabilities incurred in the ordinary course of business or Liabilities that would not reasonably be expected to have, individually or in the aggregate); the other financial and statistical data respecting , a Company Material Adverse Effect. (e) Except as would not be material to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statementits Subsidiaries, the Prospectustaken as a whole, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in (i) all material respects on a basis consistent with the financial statements and books and records inventory of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the its Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described consists of a quality and quantity usable and salable in the Registration Statement ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established, and (including ii) the exhibits thereto) and the Prospectus that quantities of each item of inventory are required to be described not excessive, but are reasonable in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations present circumstances of the SEC) comply in all material respects with Regulation G of the Exchange Act Company and Item 10 of Regulation S-K under the Securities Act, to the extent applicableits Subsidiaries.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC with respect thereto Exchange Act, as applicable, as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are in all material respects accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements true and books and records of the Companycorrect; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the its Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and ), or the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as to form defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect thereto Securities Act and Exchange Act, as applicable, as in effect as of the time of filing. Such financial statements have been prepared filing and in accordance conformity with generally accepted accounting principles, consistently applied, principles in the United States as in effect as of the time of filing (“GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) subject, in the case of unaudited interim statements, to normal recurring adjustments and to the extent they may exclude footnotes or may be condensed or summary summarized statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto and documents incorporated by reference thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including the exhibits thereto and Incorporated Documentsdocuments incorporated by reference thereto); and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject to normal year-end adjustments for interim financial statements statements) and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-year end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in compliance with the aggregate)requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved; the other financial data and statistical data respecting financial statistics with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent in all material respects with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding constituting “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results statement of operations and operations, consolidated statement of cash flows and consolidated statement of stockholders’ equity (deficit) of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles (subject, “GAAP”) in the case United States as in effect as of unaudited statements, the time of filing applied on a consistent basis (except for such adjustments to normal year-end audit adjustments that will not be material, either individually or in accounting standards and practices as are noted therein) during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) Statement, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto Company and its Subsidiaries (as in effect defined below) as of the time dates indicated and the results of filing. Such their operations and the changes in their consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, 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. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. Except as set forth on Schedule 4, all disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (subject“GAAP”) applied on a consistent basis (except (i) as may be otherwise noted therein, (ii) in the case of unaudited interim financial statements, to normal year-end audit the extent that they may not include footnotes required by GAAP or may be condensed or summary statements and (iii) for such adjustments that which will not be material, either individually or in the aggregate)) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) thereto and documents incorporated by reference therein), the General Disclosure Package, and the Prospectus that which are required to be described in the Registration Statement Statement, the General Disclosure Package or the Prospectus (including exhibits thereto and Incorporated Documentsdocuments incorporated by reference therein); and all disclosures contained or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.;

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in accordance compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States (except: “GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) Statement, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing Prospectuses, if anyProspectus, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis (except for (i) such adjustments that to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate); ) during the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there periods involved. There are no financial statements (historical or pro forma) that are required by Regulation S-X to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Time of Sale Prospectus 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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in compliance with the aggregate)requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. Any pro forma financial statements and any related notes thereto incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines 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. 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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent in all material respects with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. Generally Accepted Accounting Principles (subject“GAAP”), except as may be otherwise specified in such financial statements or the case of notes thereto and except that unaudited statementsfinancial statements may not contain all footnotes required by GAAP, to normal year-end audit adjustments that will not be material, either individually or in applied on a consistent basis during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the CompanyCompany or were obtained or derived from sources which the Company reasonably and in good faith believes are reliable and accurate; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as measures”(as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject to normal year-end adjustments for interim financial statements statements) and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and accounting books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments that will not be material, either individually or in to accounting standards and practices as are noted therein) during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) thereto and Incorporated Documents), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis (except for (i) such adjustments that to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate); ) during the other periods involved. The summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as of the respective dates and for the respective periods specified and are derived from the financial statements set forth in the Registration Statement and the Prospectus and the other books and records of the Company; there . There are no financial statements (historical or pro forma) that are required by Regulation S-X to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) statements and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and are prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in shareholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. Generally Accepted Accounting Principles (subject“GAAP”), except as may be otherwise specified in such financial statements or the case of notes thereto and except that unaudited statementsfinancial statements may not contain all footnotes required by GAAP, to normal year-end audit adjustments that will not be material, either individually or in applied on a consistent basis during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the CompanyCompany or were obtained or derived from sources which the Company reasonably and in good faith believes are reliable and accurate; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as measures”(as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries subsidiaries as of the dates indicated and the consolidated results statements of operations and comprehensive loss, cash flows and changes in equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with International Financial Reporting Standards (subject, “IFRS”) applied on a consistent basis during the periods involved (except as may be indicated in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregatenotes thereto); the other financial and statistical data respecting with respect to the Company and the Subsidiaries subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP IFRS financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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, when required to be filed by the Company under the Exchange Act, 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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be materialadjustments) and have been prepared in compliance in all material respects with the published requirements of the Securities Act and Exchange Act, either individually or as applicable, and in conformity with generally accepted accounting principles in the aggregate)United States (“GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are are, in all material respects, accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the Prospectus or the Prospectus Issuer Free Writing Prospectuses, if any, that are not included or incorporated by reference as required; and since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectus, if any, the Company and the Subsidiaries (Subsidiaries, considered as defined below) one entity, do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto as in effect Company as of the time dates indicated and the results of filing. Such its operations and the changes in its consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, 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. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46(R) or Statement of Financial Accounting Standards No. 167), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, either of the Prospectus, Prospectuses and the Issuer Permitted Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Material Subsidiaries (as defined below) as of the dates indicated and the consolidated results statements of operations comprehensive loss, shareholders’ equity and cash flows of the Company for the periods specified (subject, in the case of unaudited specified. Such financial statements, to normal year-end audit adjustments that will not be materialschedules, either individually and notes conform in all material respects with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), or in if applicable, United States generally accepted accounting principles (“GAAP”), applied on a consistent basis during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Material Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectuses and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus Prospectuses that are not included or incorporated by reference as required; the Company and the Material Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) Statement, and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); Prospectuses and all disclosures contained or incorporated by reference therein; and no other financial statements are required to be set forth or to be incorporated by reference in the Registration Statement, Statement or the Prospectus, and U.S. Prospectus or the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K Prospectuses under the Securities Act, to Act or the extent applicableCanadian Prospectus under Canadian Securities Laws.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedulesschedules thereto, complied as to form (i) present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated position, results of operations and cash flows of the Company and the Subsidiaries (as defined below) as of the dates and for the periods specified specified, (subject, ii) comply as to form in all material respects with the case applicable accounting requirements of unaudited statements, the Securities Act and Exchange Act and (iii) have been prepared in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except as otherwise noted therein). The financial data with respect to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, as well as any statistical data derived from such financial data, present fairly the information shown therein at the respective dates and for the Issuer Free Writing Prospectuses, if any, respective periods specified and are accurately and fairly presented and prepared in all material respects on a basis consistent with derived from the consolidated financial statements and books and records of the Company; there . There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the . The Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto the financial statements, and Incorporated Documentsthe notes and schedules thereto, included or incorporated therein); and all . All disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with U.S. generally accepted accounting principles applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved (except that any interim statements are in condensed form and do not contain all footnotes that would be required under U.S. generally accepted accounting principles and are subject to year-end and audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto), and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing Prospectuses, if anyProspectus, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and its subsidiaries (as defined in Rule 405 under the Subsidiaries Securities Act) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and in conformity with GAAP (subjectas defined below) applied on a consistent basis during the periods involved, and except in the case of unaudited financial statements, which are subject to normal and recurring year-end audit adjustments that will and do not be material, either individually or in contain certain footnotes as permitted by the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records applicable rules of the CompanyCommission; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), the Time of Sale Prospectus and the Prospectus that are required to be described Prospectus, other than liabilities incurred in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)ordinary course of business; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus or the Prospectus and the Issuer Free Writing Prospectusesfree writing prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”) and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Summary—Summary Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Capitalization” fairly present, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The pro forma financial information and the related notes thereto included in the Registration Statement, the Time of Sale Prospectus and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) statements and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial data and statistical data respecting financial statistics with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared on a basis consistent in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in shareholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and the Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (subject, in the case of unaudited quarterly financial statements, to normal normal, recurring year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared presented, in all material respects respects, and prepared on a basis consistent with the financial statements and books and records of the Company; and there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the incorporated documents but excluding the exhibits thereto) and the Prospectus Prospectus, to the extent that are such disclosure is required to be described by the Securities Act. The interactive data in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by Prospectus fairly presents the rules and regulations of the SEC) comply information called for in all material respects and has been prepared in accordance with Regulation G of the Exchange Act Commission’s rules and Item 10 of Regulation S-K under the Securities Act, to the extent applicableguidelines applicable thereto.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, either of the Prospectus, Prospectuses and the Issuer Permitted Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Material Subsidiaries (as defined below) as of the dates indicated and the consolidated results statements of operations comprehensive loss, shareholders’ equity and cash flows of the Company for the periods specified (subject, in the case of unaudited specified. Such financial statements, to normal year-end audit adjustments that will not be materialschedules, either individually and notes conform in all material respects with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), or in if applicable, United States generally accepted accounting principles (“GAAP”), applied on a consistent basis during the aggregate); the periods involved. The other financial and statistical data respecting with respect to the Company and the Material Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectuses and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus Prospectuses that are not included or incorporated by reference as required; the Company and the Material Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); Prospectuses and all disclosures contained or incorporated by reference therein; and no other financial statements are required to be set forth or to be incorporated by reference in the Registration Statement, Statement or the Prospectus, and U.S. Prospectus or the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K Prospectuses under the Securities Act, to Act or the extent applicableCanadian Prospectus under Canadian Securities Laws.

Financial Information. (a) The consolidated JDA Audited Financial Statements and the JDA Unaudited Financial Statements delivered to the Lenders pursuant to Section 4.01(h), and all financial statements of the Company included or incorporated by reference in the Registration Statementdelivered pursuant to Sections 5.01(a) and (b), the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) GAAP and present fairly present in all material respects and accurately the consolidated financial position condition and results of the Company operations and the Subsidiaries cash flows of Borrower as of the dates indicated and for the periods to which they relate. To the knowledge of Borrower, the Acquired Business Audited Financial Statements and the Acquired Business Unaudited Financial Statements delivered to the Lenders pursuant to Section 4.01(h) have been prepared in accordance with GAAP and present fairly and accurately the consolidated financial condition and results of operations and cash flows of the Company Acquired Business as of the dates and for the periods specified to which they relate. (subject, b) Except as disclosed in the case Audited Financial Statements or the Unaudited Financial Statements or the notes thereto, after giving effect to the Indebtedness, customary liabilities in respect of unaudited statementsexpenses incurred in connection with the Transactions, as of the Closing Date there are no material liabilities of any the Loan Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to normal year-end audit adjustments that will not be material, either individually set forth on a balance sheet or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or incorporated by reference in the Registration Statement, the Prospectusotherwise, and the Issuer Free Writing Prospectusesthere is no existing condition, if any, are accurately and fairly presented and prepared situation or set of circumstances which is reasonably likely to result in all material respects on such a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableliability.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, together with the related notes and schedulesnotes, complied as to form have been prepared in conformity in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with the generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) principles in the case of unaudited interim statementsUnited States, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and cash flows of the Company at the dates and for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will which are not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders' equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent in all material respects with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “"non-GAAP financial measures” " (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements (including the related notes thereto and the supporting schedules) of the Company included and its consolidated subsidiaries listed on Schedule 2 hereto (the “Subsidiaries”), set forth or incorporated by reference in the Registration Statement, the ProspectusProspectus and Disclosure Package, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been and will be prepared in accordance with Regulation S-X under the Securities Act, in all material respects, and with United States generally accepted accounting principles, principles (“GAAP”) consistently applied, applied at the times and during the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; or , and (ii) in the case of unaudited interim statements, subject to normal year-end audit adjustments and the extent they may exclude footnotes exclusion or may be condensed or summary statements) condensing of certain footnotes), and fairly present in all material respects and will fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of its operations and the changes in its cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); and the other financial and statistical data respecting the Company and the Subsidiaries contained information included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately Disclosure Package has been derived from the accounting records of the Company and its Subsidiaries and presents fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the information shown thereby. The Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations)contingent, which are not described disclosed in the Registration Statement (including Statement, Prospectus and Disclosure Package, as of the exhibits thereto) and the Prospectus that date of filing of those documents. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference included in the Registration Statement, the ProspectusDisclosure Package or the Prospectus under the Securities Act or the Rules and Regulations. All disclosures contained in the Registration Statement, and the Issuer Free Writing Prospectuses, if any, Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act Act, and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited financial statements, to normal year-end audit adjustments). Such financial statements complied as to form in all material respects with applicable accounting requirements and the published rules and regulations requirements of the SEC with respect Securities Act and Exchange Act applicable thereto as in effect as of the time of filing. Such financial statements filing and have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during the periods involved GAAP (except: as defined below) applied on a consistent basis (except (i) as may be otherwise indicated in such financial statements or the notes thereto; or therein, (ii) for such adjustments to accounting standards and practices as are noted therein and (iii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent in all material respects with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto), and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the any Issuer Free Writing Prospectuses, if anyProspectus, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate)) and have been prepared in compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as are noted therein and (ii) in the case of unaudited financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the any Issuer Free Writing Prospectuses, if anyProspectus, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments for interim financial statements) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except that will any interim statements are in condensed form and do not contain all footnotes that would be material, either individually or in the aggregaterequired under GAAP); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto), and Incorporated Documents)the Prospectus, respectively; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, principles (“GAAP”) consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , 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 present, in all material respects respects, the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) thereto and Incorporated Documents), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.;

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, together with the related notes and schedules, complied as to form have been prepared in conformity in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesInternational Financial Reporting Standards as issued by the International Accounting Standards Board for all interim and annual periods ending after January 1, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 2010 and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and cash flows of the Company at the dates and for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will which are not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form comply in all material respects with applicable accounting the requirements of the Securities Act and the published rules Exchange Act and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlespresent fairly, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 respects, the consolidated financial position of the Company and the its Subsidiaries (as defined below) as of the dates indicated and the consolidated results statements of operations operations, statements of changes in stockholders’ equity, and statements of cash flows of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-year end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in conformity with GAAP (as defined below) applied on a consistent basis during the aggregateperiods involved (except as otherwise noted therein); the other summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as at the respective dates and for the respective periods specified and are derived from the consolidated financial statements and the books and records of the Company; there . There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the . The Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or (excluding the Prospectus (including exhibits thereto thereto) and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles as applied in the United States ("GAAP") applied on a consistent basis (except for (i) such adjustments that to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate); ) during the other periods involved. The summary and selected consolidated financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as of the respective dates and for the respective periods specified and are derived from the financial statements set forth in the Registration Statement and the Prospectus and the other books and records of the Company; there . There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to form normal year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance in all material respects with applicable accounting requirements and the published rules and regulations requirements of the SEC Securities Act and Exchange Act, as applicable, and in conformity with respect thereto generally accepted accounting principles in the United States as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved filing (except: “GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto and documents incorporated by reference thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus 6 DM3\4762407.4 (including the exhibits thereto and Incorporated Documentsdocuments incorporated by reference thereto); and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. (1) Section 3.02(g)(1) of the Seller Disclosure Letter sets forth a true and complete copy of the unaudited combined working capital balance sheets of the Acquired Companies, and the Parent Transferred Assets and Parent Assumed Liabilities as of April 20, 2019 (the “Financial Adjustment Statement”). The Financial Adjustment Statement fairly presents, in all material respects, the total combined current assets (other than cash, cash equivalents and restricted cash), and the total combined current liabilities (other than property management fees payable), of the Acquired Companies, and the Parent Transferred Assets and Parent Assumed Liabilities as of April 20, 2019, were derived from accounting records maintained in accordance with GAAP, except as set forth therein and except for the absence of footnotes that may be required by GAAP, and were derived from and are consistent with the books and records of the Acquired Companies and Parent. The books of account and other financial records of the Acquired Companies and Parent have been maintained in all material respects in accordance with commercially reasonable business and accounting practices. (2) Section 3.02(g)(2) of the Seller Disclosure Letter sets forth true and complete copies of the Determination Date Reports as of March 7, 2019 and December 7, 2018 (the “Financial Reports”). The Financial Reports present fairly, in all material respects, the financial information as of the Determination Dates reflected therein, and the related periods reflected to therein. (3) The consolidated financial statements of the Company included (including any related notes) contained or incorporated by reference in the Registration Statementany report, the Prospectusschedule, form, statement or other document (including any exhibits and the Issuer Free Writing Prospectuses, if any, together all information incorporated therein) required to be filed by Parent with the related notes and schedules, SEC: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles, consistently applied, during GAAP applied on a consistent basis throughout the periods involved covered (except: (i) except as may be otherwise indicated in the notes to such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subjector, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that will not be materialadjustments); and (iii) fairly present, either individually in all material respects, the consolidated financial position of Parent as of the respective dates thereof and the consolidated results of operations of Parent for the periods covered thereby. (4) None of the Acquired Companies has any material liability or material obligation of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created, except for those: (i) disclosed in the Financial Adjustment Statement or the Financial Reports; (ii) incurred since December 31, 2018, in the ordinary course of business consistent with past practice; (iii) to perform under Contracts entered into by the Acquired Companies prior to the date hereof or after the date hereof in accordance with Section 4.01; (iv) arising out or in connection with the aggregate); the other financial preparation, negotiation and statistical data respecting the Company execution of this Agreement and the Subsidiaries contained documents entered into in connection herewith and the transactions contemplated hereby or incorporated by reference thereby; and (v) liabilities or obligations that have not had, and would not reasonably be likely to be material to the Acquired Companies, taken as a whole. (i) Since December 31, 2018, the Acquired Companies have conducted their respective businesses in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared ordinary course of business consistent with past practice in all material respects on a basis consistent and in accordance with their respective obligations under the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply Master Trust Transaction Documents in all material respects and (ii) from December 31, 2018 through the date hereof, there has not been any Material Adverse Effect with Regulation G respect to the Acquired Companies. (6) Parent has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) intended to provide reasonable assurance that material information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and Item 10 reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. (7) Since the date of Regulation Sthe filing of Parent’s Annual Report on Form 10-K under for the Securities Actfiscal year ended December 31, 2018, Parent’s auditors and the audit committee of the Parent Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information related to the extent applicableAcquired Companies or (ii) any fraud, whether or not material, that involved management or other employees who have a significant role in Parent’s internal control over financial reporting related to the Acquired Companies.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as to form defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect thereto Securities Act and Exchange Act, as applicable, as in effect as of the time of filing. Such financial statements have been prepared filing and in accordance conformity with generally accepted accounting principles, consistently applied, principles in the United States as in effect as of the time of filing (“GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) subject, in the case of unaudited interim statements, to normal recurring adjustments and to the extent they may exclude footnotes or may be condensed or summary summarized statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) thereto and Incorporated Documents), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including the exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.;

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in compliance with the aggregate)requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to form normal year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance in all material respects with applicable accounting the published requirements of the Securities Act and the published rules and regulations of the SEC with respect thereto Exchange Act, as applicable, as in effect as of the time of filing. Such financial statements have been prepared filing and in accordance conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States as in effect as of the time of filing (except: “GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) Statement, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP non-‐GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be materialfor interim financial statements) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, either individually or as applicable, and in conformity with GAAP (as defined below) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the aggregate)periods involved; the other financial data and statistical data respecting financial statistics with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described or in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)a document incorporated by reference therein; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding constituting “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to form normal year-end audit adjustments, which are not or were not expected to be material, either individually or in the aggregate) and have been prepared in all material respects in compliance with applicable accounting requirements and the published rules and regulations requirements of the SEC with respect thereto Securities Act and Exchange Act, as applicable, and in effect as of the time of filing. Such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States (except: “GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectusesare, if anyin all material respects, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) Subsidiaries, on an consolidated basis, do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, together with the related notes and schedulesnotes, complied as to form have been prepared in conformity in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during International Financial Reporting Standards as issued by the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) International Accounting Standards Board and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and cash flows of the Company at the dates and for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will which are not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements (a) Attached hereto as Schedule 4.4(a) are true and complete copies of the Company included or incorporated by reference in the Registration StatementFinancial Statements. Except as set forth on Schedule 4.4(a), the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved GAAP (except: (i) except as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statementsdisclosed therein), to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries results of operations, changes in shareholders equity and cash flows of PDI as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subjectindicated, in the case of unaudited statements, to normal year-end audit adjustments that will and do not be material, either individually include or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statementomit any material fact, the Prospectus, and result of which inclusion or omission is to make the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared Financial Statements materially misleading. The Financial Statements provide in all material respects on a basis consistent with the for all bad and doubtful debts, material liabilities (actual, contingent, deferred or otherwise) and material financial statements and books and records commitments existing as of the Company; dates thereof. (b) Except for obligations incurred in the ordinary course of business since December 31, 2002, PDI has no material unrecorded liability or obligation required to be reflected or disclosed in the Financial Statements under GAAP which is not so reflected or disclosed, and PDI has no material liability or obligation in the amount of $25,000 or more, whether accrued, absolute, contingent or otherwise, as of the respective dates of the Financial Statements not required to be reflected or disclosed in the Financial Statements. (c) Except as set forth on Schedule 4.4(c), there are no financial statements (historical liabilities or pro forma) that are obligations of PDI whether known or unknown, asserted or unasserted, absolute or contingent accrued or unaccrued, liquidated or unliquidated, due or to become due, required in accordance with GAAP to be included reserved against or incorporated by reference disclosed in the Registration Statement or the Prospectus that Financial Statements, which, are not included so reserved or incorporated by reference disclosed, nor is there any past or present fact, situation, circumstance, condition or other basis for any present or future action, suit or proceeding, hearing, charge, complaint, claim or demand against PDI giving rise to any such liability or obligation. (d) Except as required; disclosed on Schedule 4.4(d) and to the Company and knowledge of Parent, the Subsidiaries (as defined below) Financial Statements do not have reflect any material liabilities income or obligationsexpense that was unusual in nature, direct nonrecurring, extraordinary, or contingent (including any off-balance sheet obligations), otherwise not described in the Registration Statement ordinary course of PDI’s Business, consistent with past practices. (including the exhibits theretoe) and the Prospectus that are required to be described All tangible assets used by PDI in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference Business are reflected in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableFinancial Statements.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (subject“GAAP”) applied on a consistent basis (except (i) as may be otherwise noted therein, (ii) in the case of unaudited interim financial statements, to normal year-end audit the extent that they may not include footnotes required by GAAP or may be condensed or summary statements and (iii) for such adjustments that which will not be material, either individually or in the aggregate)) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) thereto and documents incorporated by reference therein), the General Disclosure Package, and the Prospectus that which are required to be described in the Registration Statement Statement, the General Disclosure Package or the Prospectus (including exhibits thereto and Incorporated Documentsdocuments incorporated by reference therein); and all disclosures contained or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC with respect thereto Exchange Act, as applicable, as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are in all material respects accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements true and books and records of the Companycorrect; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the its Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and ), or the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.Prospectus and

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (subject, in as defined below) applied on a consistent basis during the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the -7- ‌ ​ ​ ​ ​ Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required Prospectus, or otherwise incorporated therein by reference to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (subject, in as defined below) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein and except for the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in and the aggregate)absence of certain footnotes with respect to quarterly financial statements) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the ProspectusPricing Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited financial statements statements, to normal year-end audit adjustments) and have been prepared in accordance compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States (except: “GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein and (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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for during the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the ProspectusPricing Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), the Pricing Disclosure Package, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the ProspectusPricing Disclosure Package, the Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles in the United States (subject“GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to normal year-end audit the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments that which will not be material, either individually or in the aggregate)) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto Company and its Subsidiaries (as in effect defined below) as of the time dates indicated and the results of filing. Such their operations and the changes in their consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown thereby. The historical consolidated financial statements of (i) NGAS Resources, Inc. (“NGAS”), and (ii) NuLoch Resources, Inc. (“NuLoch,” together with NGAS, the “Targets”), together with the related schedules and notes thereto set forth or incorporated by reference in the Registration Statement 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 (i) the financial condition of the Targets as of the dates indicated and (ii) the consolidated results of operations, stockholders’ equity and changes in cash flows of the Targets for the periods therein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles, consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the case of unaudited financial statements, to the absence of footnotes and normal year-end adjustments). Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, 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. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement, the Pricing Disclosure Materials and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference disclosed in the Registration Statement, the Prospectus, Pricing Disclosure Materials and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus.

Financial Information. (1) Section 3.02(g)(1) of the Seller Disclosure Letter sets forth a true and complete copy of the unaudited combined working capital balance sheets of the Acquired Companies, and the Parent Transferred Assets and Parent Assumed Liabilities as of April 20, 2019 (the “Financial Adjustment Statement”). The Financial Adjustment Statement fairly presents, in all material respects, the total combined current assets (other than cash, cash equivalents and restricted cash), and the total combined current liabilities (other than property management fees payable), of the Acquired Companies, and the Parent Transferred Assets and Parent Assumed Liabilities as of April 20, 2019, were derived from accounting records maintained in accordance with GAAP, except as set forth therein and except for the absence of footnotes that may be required by GAAP, and were derived from and are consistent with the books and records of the Acquired Companies and Parent. The books of account and other financial records of the Acquired Companies and Parent have been maintained in all material respects in accordance with commercially reasonable business and accounting practices. (2) Section 3.02(g)(2) of the Seller Disclosure Letter sets forth true and complete copies of the Determination Date Reports as of March 7, 2019 and December 7, 2018 (the “Financial Reports”). The Financial Reports present fairly, in all material respects, the financial information as of the Determination Dates reflected therein, and the related periods reflected to therein. (3) The consolidated financial statements of the Company included (including any related notes) contained or incorporated by reference in the Registration Statementany report, the Prospectusschedule, form, statement or other document (including any exhibits and the Issuer Free Writing Prospectuses, if any, together all information incorporated therein) required to be filed by Parent with the related notes and schedules, SEC: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles, consistently applied, during GAAP applied on a consistent basis throughout the periods involved covered (except: (i) except as may be otherwise indicated in the notes to such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subjector, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that will not be materialadjustments); and (iii) fairly present, either individually in all material respects, the consolidated financial position of Parent as of the respective dates thereof and the consolidated results of operations of Parent for the periods covered thereby. (4) None of the Acquired Companies has any material liability or material obligation of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created, except for those: (i) disclosed in the Financial Adjustment Statement or the Financial Reports; (ii) incurred since December 31, 2018, in the ordinary course of business consistent with past practice; (iii) to perform under Contracts entered into by the Acquired Companies prior to the date hereof or after the date hereof in accordance with Section 4.01; (iv) arising out or in connection with the aggregate); the other financial preparation, negotiation and statistical data respecting the Company execution of this Agreement and the Subsidiaries contained documents entered into in connection herewith and the transactions contemplated hereby or incorporated by reference thereby; and (v) liabilities or obligations that have not had, and would not reasonably be likely to be material to the Acquired Companies, taken as a whole. (5) (i) Since December 31, 2018, the Acquired Companies have conducted their respective businesses in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared ordinary course of business consistent with past practice in all material respects on a basis consistent and in accordance with their respective obligations under the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply Master Trust Transaction Documents in all material respects and (ii) from December 31, 2018 through the date hereof, there has not been any Material Adverse Effect with Regulation G respect to the Acquired Companies. (6) Parent has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) intended to provide reasonable assurance that material information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and Item 10 reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. (7) Since the date of Regulation Sthe filing of Parent’s Annual Report on Form 10-K under for the Securities Actfiscal year ended December 31, 2018, Parent’s auditors and the audit committee of the Parent Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information related to the extent applicableAcquired Companies or (ii) any fraud, whether or not material, that involved management or other employees who have a significant role in Parent’s internal control over financial reporting related to the Acquired Companies.

Financial Information. The consolidated financial statements of and the Company related notes thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus comply with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect thereto as in effect Company as of the time dates indicated and the results of filing. Such its operations and the changes in its consolidated cash flows for the periods specified; such financial statements have been prepared in accordance conformity with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved covered thereby (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be information included or incorporated by reference in the Registration Statement or and the Prospectus that are not has been derived from the accounting records of the Company and presents fairly the information shown thereby. Any pro forma financial statements or data included or incorporated by reference as required; in the Registration Statement and the Prospectus comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, 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. No other financial statements or schedules of the Company or any other entity are required by the Act to be included in the Registration Statement or the Prospectus. All disclosures contained in the Registration Statement and the Subsidiaries Prospectus regarding “non-GAAP financial measures” (as such term is defined belowby Item 10 of Regulation S-K under the Act) do comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsobligations and any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not described disclosed in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. (a) The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (subject“GAAP”) applied on a consistent basis (except (i) as may be otherwise noted therein, (ii) in the case of unaudited interim financial statements, to normal year-end audit the extent that they may not include footnotes required by GAAP or may be condensed or summary statements and (iii) for such adjustments that which will not be material, either individually or in the aggregate) during the periods involved; (b) to the knowledge of the Company, the combined financial statements of Megatran Industries, Inc. (“Megatran”), and the related notes thereto, included in or incorporated by reference in the Registration Statement, the General Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly, in all material respects, the combined financial position of Megatran and its consolidated subsidiaries as of the dates indicated and the combined operations and comprehensive income, cash flows and changes in stockholders’ equity of Megatran and its consolidated subsidiaries for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with GAAP applied on a consistent basis (except (i) as may be otherwise noted therein, (ii) in the case of unaudited interim financial statements, to the extent that they may not include footnotes required by GAAP or may be condensed or summary statements and (iii) for such adjustments which will not be material, either individually or in the aggregate) during the periods involved; (c) the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; (d) the pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses (including the pro forma condensed consolidated financial statements included in the Company’s Current Report on Form 8-K/A filed with the Commission on August 6, 2024), have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act and the assumptions underlying such pro forma financial information are reasonable and are set forth or incorporated by reference in the Registration Statement, the General Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses; (e) the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; (f) there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus that are not included or incorporated by reference as required; (g) the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) thereto and documents incorporated by reference therein), the General Disclosure Package, and the Prospectus that which are required to be described in the Registration Statement Statement, the General Disclosure Package or the Prospectus (including exhibits thereto and Incorporated Documentsdocuments incorporated by reference therein); and (h) all disclosures contained or incorporated by reference in the Registration Statement, the ProspectusGeneral Disclosure Package, the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that which will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) ), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits Exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries as of at the dates indicated and the consolidated results statements of operations and operations, cash flows and stockholders’ equity of the Company for the periods specified (subject, and have been prepared in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis consistent with during the financial statements and books and records of periods involved, except as may be expressly stated in the Companyrelated notes thereto; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or and the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), ) that are required to be included or incorporated by reference in the Registration Statement and the Prospectus and are not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if anyProspectus and any free writing prospectuses, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The financial data set forth in each of the Registration Statement and the Prospectus fairly present, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement and the Prospectus. 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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated indicated, and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be materialadjustments) and have been prepared in compliance, either individually or with the published requirements of the Securities Act and Exchange Act, as applicable, as in effect at the time of filing, and in conformity with generally accepted accounting principles in the aggregateUnited States (“GAAP”), as in effect as of the time of filing, applied on a consistent basis (subject (i) to such adjustments to accounting standards and practices as are noted therein, and (ii) in the case of unaudited interim statements, to (A) normal recurring adjustments (B) the exclusion of financial statement footnotes, and (C) the information being presented in a condensed or summary manner) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including the exhibits thereto and the Incorporated DocumentsDocuments ); and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act in all material respects and in conformity with U.S. Generally Accepted Accounting Principles (subject“GAAP”) applied on a consistent basis during the periods involved, in except (i) the case of unaudited unaudited, interim financial statements, which are subject to normal year-end audit adjustments that will and do not be material, either individually or in contain certain footnotes as permitted by the aggregate); applicable rules of the Commission and (ii) as otherwise disclosed therein. The other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under of 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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), the Time of Sale Prospectus and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Time of Sale Prospectus, 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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations financial position of the SEC with respect thereto Company and its Subsidiaries (as in effect defined below) as of the time dates indicated and the results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles, consistently applied, during principles in the periods involved United States of America (except: “GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or are noted therein, (ii) in the case of unaudited interim financial statements, to the extent they such financial statements may exclude not include footnotes required by GAAP or may be condensed or summary statementsstatements and (iii) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit such adjustments that which will not be material, either individually or in the aggregate)) during the periods involved; the other financial and statistical data respecting with respect to the Company and the its Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the CompanyCompany and the Subsidiaries; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including Statement(excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements (a) Attached hereto as Schedule 4.4(a) are true and complete copies of the Company included or incorporated by reference in the Registration StatementDCG Financial Statements. Except as set forth on Schedule 4.4(a), the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved DCG Financial Statements (except: (i) except as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statementsdisclosed therein), to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries results of operations, changes in shareholders equity and cash flows of DCG as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subjectindicated, in the case of unaudited statements, to normal year-end audit adjustments that will and do not be material, either individually include or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries contained or incorporated by reference in the Registration Statementomit any material fact, the Prospectus, and result of which inclusion or omission is to make the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared DCG Financial Statements materially misleading. The DCG Financial Statements provide in all material respects on a basis consistent with the for all bad and doubtful debts, material liabilities (actual, contingent, deferred or otherwise) and material financial statements and books and records commitments existing as of the Company; dates thereof. (b) Except for obligations incurred in the ordinary course of business since December 31, 2002, DCG has no material unrecorded liability or obligation required to be reflected or disclosed in the DCG Financial Statements which is not so reflected or disclosed, and DCG has no material liability or obligation in the amount of $10,000 or more, whether accrued, absolute, contingent or otherwise, as of the respective dates of the DCG Financial Statements not required to be reflected or disclosed in the DCG Financial Statements. (c) Except as set forth on Schedule 4.4(c), there are no financial statements (historical liabilities or pro forma) that are obligations of DCG whether known or unknown, asserted or 14 unasserted, absolute or contingent accrued or unaccrued, liquidated or unliquidated, due or to become due, required in accordance with GAAP to be included reserved against or incorporated by reference disclosed in the Registration Statement or the Prospectus that DCG Financial Statements, which, are not included so reserved or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligationsdisclosed, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Actnor, to the extent applicableknowledge of DCG, is there any past or present fact, situation, circumstance, condition or other basis for any present or future action, suit or proceeding, hearing, charge, complaint, claim or demand against DCG giving rise to any such liability or obligation. (d) Except as disclosed on Schedule 4.4(d), the DCG Financial Statements do not reflect any material income or expense that was unusual in nature, nonrecurring, extraordinary, or otherwise not in the ordinary course of DCG's Business, consistent with past practices. (e) All tangible assets used by DCG in the Business are reflected in the DCG Financial Statements.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis (except for (i) such adjustments that to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate); ) during the other periods involved. The summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as of the respective dates and for the respective periods specified and are derived from the financial statements set forth in the Registration Statement and the Prospectus and the other books and records of the Company; there . There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with U.S. generally accepted accounting practices (“U.S. GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved (except that will any interim statements are in condensed form and do not contain all footnotes that would be material, either individually or in the aggregaterequired under U.S. GAAP and are subject to year-end audit adjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto), and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, principles (“GAAP”) consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , 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 present, in all material respects respects, the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregateadjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) thereto and Incorporated Documents), and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Statement and the Issuer Free Writing Prospectuses, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.;

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (subject“GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to normal year-end audit the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments that which will not be material, either individually or in the aggregate)) during the periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) Statement, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis (except for (i) such adjustments that to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate); ) during the other periods involved. The summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as of the respective dates and for the respective periods specified and are derived from the financial statements set forth in the Registration Statement and the Prospectus and the other books and records of the Company; there . There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or ​ incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject to normal year-end audit adjustment for interim financial statements statements) and have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company and the Parent included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form fairly present in all material respects with applicable accounting requirements the consolidated financial position of each of the Company and the published rules Parent and regulations each of the SEC with respect thereto their respective subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filingoperations and cash flows of each of the Company and the Parent and each of their respective subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year end audit adjustments which will not be material, either individually or in the aggregate). Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: except (i) as may be otherwise indicated in such financial statements or the notes thereto; , or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) ). The selected financial data and fairly present in all material respects the consolidated summary financial position of information with respect to the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the audited financial statements and books and records of included or incorporated by reference in the Company; there Registration Statement. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the . The Company and the Subsidiaries (as defined below) Parent and each of their respective subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all . All disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by in Item 10(e)(2) of Regulation S-K under the rules and regulations of the SECSecurities Act) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Information and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form Final Prospectus comply in all material respects with the applicable accounting requirements of the Securities Act and the published rules Exchange Act, as applicable, and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and present fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries its subsidiaries as of the dates indicated and the consolidated results of their operations and the changes in their cash flows of the Company for the periods specified (subjectspecified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the case of unaudited statements, Registration Statement present fairly the information required to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other stated therein. The financial and statistical data respecting the Company statements and the Subsidiaries contained related notes thereto of (i) LS Power Development, LLC and affiliates, (ii) the Power Generation Business of LS Power Development, LLC and affiliates and (iii) LSP-▇▇▇▇▇▇▇ Energy, LLC and LSP Equipment, LLC (collectively with their consolidated subsidiaries “LS Power”) included or incorporated by reference in the Registration Statement, the Prospectus, Time of Sale Information and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared Final 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 financial position of LS Power as of the dates indicated and the results of its operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis consistent with throughout the financial statements periods covered thereby, and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be supporting schedules included or incorporated by reference in the Registration Statement or present fairly the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are information required to be described in stated therein; the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents); and all disclosures contained other financial information included or incorporated by reference in the Registration Statement, the ProspectusTime of Sale Information and the Final Prospectus has been derived from the accounting records of the Company and its subsidiaries or LS Power and presents fairly the information shown thereby; and the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Final Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the Issuer Free Writing Prospectusesassumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, if anythe Time of Sale Information and the Final Prospectus. The Company has prepared restated consolidated balance sheets as of December 31, regarding 2005, 2004, 2003, and 2002, and a restated consolidated statement of changes in stockholders’ equity for each of the three years in the period ended December 31, 2005. PricewaterhouseCoopers LLP has audited the Company’s restated consolidated balance sheet as of December 31, 2005 and 2004 and the restated consolidated statement of changes in stockholders’ equity for each of the three years in the period ended December 31, 2005 (collectively, the “non-GAAP financial measures” Audited Restated Financial Statements”). The Company’s restated consolidated balance sheets for periods prior to those included in the Audited Restated Financial Statements (as such term is defined collectively, the “Unaudited Restated Financial Statements”) were prepared by the rules Company on a basis consistent with the Audited Restated Financial Statements, and regulations of the SEC) comply selected financial data set forth under the caption “Selected Financial Data” in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation SCompany’s Current Report on Form 8-K under dated as of May 15, 2007 and other financial information derived from the Securities Act, to Unaudited Restated Financial Statements that is included or incorporated by reference in the extent applicableTime of Sale Information fairly present the information included therein.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and respects, the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved (except that will any interim statements are in condensed form and do not contain all footnotes that would be material, either individually or in the aggregaterequired under GAAP and are subject to year-end audit adjustments); the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent consistent, in all material respects, with the financial statements (in the case of financial data only) and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do does not have any material liabilities or obligations, direct or ​ ​ ​ contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or and the Prospectus that are not described in the Registration Statement (including excluding the exhibits thereto thereto) and Incorporated Documents)the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form comply in all material respects with applicable accounting the requirements of the Securities Act and the published rules Exchange Act and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlespresent fairly, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 respects, the consolidated financial position of the Company and the Subsidiaries as of at the dates indicated and the consolidated results statements of operations operations, statements of stockholders’ equity and statements of cash flows of the Company for the periods specified (subject, in the case of unaudited statements, subject to normal year-year end audit adjustments that will not be material, either individually or for interim financial statements) and have been prepared in conformity with GAAP (as defined below) applied on a consistent basis during the aggregate)periods involved; the other summary and selected financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared present in all material respects on a basis consistent with the information shown therein as at the respective dates and for the respective periods specified and are derived from the financial statements set forth in the Registration Statement and books the Prospectus and other accounting records of the Company; there are no . No other schedules or financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Prospectus. The Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply comply, in all material respects respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and the published rules and regulations of the SEC with respect thereto Subsidiaries (as in effect defined below) as of the time dates indicated and the consolidated results of filing. Such financial statements operations, cash flows and changes in stockholders’ equity of the Company for the periods specified have been prepared in accordance compliance with generally accepted accounting principles, consistently applied, the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved (except: (i) except for such adjustments to accounting standards and practices as may be otherwise indicated in such financial statements or the notes thereto; or (ii) are noted therein and except in the case of unaudited interim statements, financial statements to the extent they may exclude footnotes or may be condensed or summary statements) ); the summary and fairly present in all material respects the consolidated selected financial position of data with respect to the Company and the Subsidiaries (as of the dates indicated and the consolidated results of operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate); the other financial and statistical data respecting the Company and the Subsidiaries defined below) contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) ), and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results statements of operations and operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. Generally Accepted Accounting Principles (subject“GAAP”) applied on a consistent basis during the periods involved, except (i) the unaudited interim financial 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 (ii) as otherwise expressly stated in the case of unaudited statements, to normal year-end audit adjustments that will not be material, either individually or in the aggregate)notes thereto; the other financial and statistical data respecting with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including excluding the exhibits thereto) and the Prospectus that are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus, Prospectus and the Issuer Free Writing ProspectusesProspectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-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 Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, complied as to form present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesrespects, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such financial statements or the notes thereto; 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 consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results statement of operations and operations, consolidated statement of cash flows and consolidated statement of stockholders’ equity (deficit) of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles (subject, “GAAP”) in the case United States as in effect as of unaudited statements, the time of filing applied on a consistent basis (except for such adjustments to normal year-end audit adjustments that will not be material, either individually or in accounting standards and practices as are noted therein) during the aggregate)periods involved; the other financial and statistical data respecting with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared in all material respects and prepared on a basis materially consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations, direct or contingent (including any off-off balance sheet obligations), not described in the Registration Statement (including the exhibits thereto) Statement, and the Prospectus that which are required to be described in the Registration Statement or the Prospectus (including exhibits thereto and Incorporated Documents)Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, Statement and the Prospectus, and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SECCommission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.