Common use of Financial Statements; Non-GAAP Financial Measures Clause in Contracts

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Any financial statements of businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X, as applicable. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The Any interactive data in Inline eXtensible Business Reporting Language incorporated by reference included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the entities purported to be shown thereby (including the Company’s predecessor entities and the Company and the respective entities to which such financial statements relate (the “Covered Entities”its consolidated subsidiaries) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included thereinin the Registration Statement. Any The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and subject to such rules and guidelines, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements statements, together with related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules Prospectus (and notesany amendment or supplement thereto), present fairly in all material respects the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries on the basis stated in the Registration Statement and the Incorporated Documents at the respective entities dates or for the respective periods to which such they apply. Such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein. The other historical financial and statistical information and data included or incorporated by reference in the Registration Statement and the Prospectus (and any amendment or supplement thereto) are accurately presented and prepared on a basis consistent with the audited financial statements, included or incorporated in the Registration Statement and the Prospectus, and the books and records of the Company and its subsidiaries. The financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the periods specified; said financial statements Registration Statement or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects and otherwise have been prepared in accordance with GAAP the information required applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be stated thereinacquired. The selected pro forma financial data statements and other pro forma financial information included, or incorporated by reference in, the Registration Statement and the summary Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial information statement amounts in the pro forma financial statements included in the Registration Statement and the Prospectus. The pro forma financial statements included in the Registration Statement and the Prospectus present fairly comply as to form in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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 applicable accounting requirements of Regulation S-X under the Securities Act. The Company has filed with the Commission all financial statements, together with related schedules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereinnotes, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included filed pursuant to the Securities Act. Any disclosures contained or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance in all material respects with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate its consolidated Subsidiaries (the “Covered Entities”as defined below) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated Subsidiaries, if any, for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The involved and the supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements of the Company and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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 in all material respects to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma No other financial statements or supporting schedules are required by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations to be included or incorporated by reference in the Registration Statement Statement, the Prospectus or the Prospectus under the Securities ActGeneral Disclosure Package. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included in or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) Operating Partnership on a consolidated basis at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specifieddate indicated; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented. The supporting and related schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein or incorporated by reference therein. Any The historical and pro forma financial statements and the related notes thereto included in or 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. Any pro forma financial statements and the related notes thereto included in or incorporated by reference in the Registration Statement and the Prospectus comply as to form with the applicable requirements of Regulation S-X. Except as included therein or incorporated by reference therein, no historical or pro forma other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included in or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in or incorporated by reference in the Registration Statement or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at its consolidated subsidiaries as of the dates indicated indicated, and the consolidated balance sheet, statements of operations, stockholderschanges in members’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with the Commission’s rules and guidelines with respect thereto. The supporting schedulesschedules included in the Registration Statement, if any, the General Disclosure Package and the Prospectus relating to the Company and its consolidated subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein. The combined statements of revenue and certain expenses included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related notes, comply with Rule 8-06 of Regulation S-X and present fairly in all material respects the revenue and certain expenses of the applicable Property for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved and comply with the Commission’s rules and guidelines with respect thereto. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited audited, or unaudited as applicable, financial statements of the Company and its consolidated Subsidiaries included thereintherein and comply with the Commission’s rules and guidelines with respect thereto. Any The pro forma financial statements statements, if any, and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance comply 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities ActAct or Rules and Regulations thereunder. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules Rules and regulations of the CommissionRegulations ) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, Act to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly Prospectus comply as to form in all material respects with the consolidated requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and present fairly the financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) on a consolidated basis at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specifiedindicated; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, if any, present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or The pro forma financial statements incorporated by reference in the Registration Statement comply as to form with the applicable requirements of Regulation S-X of the 1933 Act in all material respects. No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act and the 1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or of the Company and its subsidiaries, together with the related schedules (if any) and notes, incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, together with and any financial statements required by Rule 3-14 of Regulation S-X (the related schedules “Acquisition Financial Statements”), incorporated by reference in the Registration Statement, the Disclosure Package and notes, the Prospectus present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated indicated, or, if applicable, with respect to the Acquisition Financial Statements, the respective property or tenant; and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said all such financial statements have been prepared in conformity with U.S. United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1933 Act. The supporting schedules, if any, incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects fairly, in accordance with GAAP GAAP, the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma There are no financial statements and the related notes thereto or schedules required to be included in the Registration Statement and Statement, the Disclosure Package or the Prospectus present fairly in all material respects under the information shown therein1933 Act which are not so included. If applicable, have been prepared in accordance with the Commission’s rules and guidelines with respect to unaudited pro forma financial statements and have been properly compiled on information (including the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or related notes) incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under complies as to form in all material respects with the Securities applicable accounting requirements of the 1933 Act, and management of the Company believes that the assumptions underlying the pro forma adjustments are reasonable. If applicable, such pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and such information fairly presents with respect to the Company and its consolidated subsidiaries, the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified. No pro forma financial information is required to be included in the Registration Statement, the Disclosure Package or the Prospectus which is not so included. All disclosures contained in the Registration Statement Statement, the Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in all material respects, in accordance with, in the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, Rule 3-14 of Regulation S-X. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects 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. Except as included thereinin the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present the information called for presents in all material respects the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, including the financial statements of CAH Operating Partnership, L.P. filed by the Company with the Commission on March 31, 2015 on Form 10-K/A, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate its consolidated Subsidiaries (the “Covered Entities”as defined below) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated Subsidiaries, if any, for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The involved and the supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements of the Company and the related notes thereto included in the Registration Statement Statement, the Disclosure Package 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 in all material respects to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma No other financial statements (or supporting schedules schedules) are required by the Act or the Exchange Act to be included or incorporated by reference in the Registration Statement Statement, the Prospectus or the Prospectus under the Securities ActDisclosure Package. All disclosures contained in the Registration Statement Statement, the Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ and members’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the selected historical financial data and the summary historical financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement and Statement, the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the entities purported to be shown thereby (including the Company and the respective entities to which such financial statements relate (the “Covered Entities”its consolidated Subsidiaries) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated Subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included thereinin the Registration Statement. Any The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and subject to such rules and guidelines, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities ActAct or the Securities Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The supporting schedules, if any, present fairly fairly, in all material respects respects, in accordance with GAAP the information required to be stated therein. The Any selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate its consolidated Subsidiaries (the “Covered Entities”as defined below) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated Subsidiaries, if any, for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The involved and the supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements of the Company and the related notes thereto included in the Registration Statement Statement, the Disclosure Package 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 in all material respects to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma No other financial statements or supporting schedules are required by the Act or the Exchange Act to be included or incorporated by reference in the Registration Statement Statement, the Prospectus or the Prospectus under the Securities ActDisclosure Package. All disclosures contained in the Registration Statement Statement, the Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Any financial statements of businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X, as applicable. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Any financial statements of businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X, as applicable. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The Any interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities purported to which such financial statements relate (the “Covered Entities”) be shown thereby at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included thereinin the Registration Statement. Any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as noted therein. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. In addition, any pro forma financial statements and the related notes thereto thereto, if any, included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects 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. Except as included therein, no No other historical or pro forma financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included of the Company and its consolidated Subsidiaries (as defined below) set forth in or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position position, results of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) operations and cash flows of the Covered Entities Company and its consolidated Subsidiaries at the dates and for the periods specified; said , and, except as disclosed in the notes thereto, such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, set forth in or incorporated by reference in the Registration Statement or the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected historical operating and financial data and the summary financial information included set forth in or incorporated by reference in the Registration Statement and or the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. Any In addition, any pro forma financial statements and the related notes thereto included set forth in or incorporated by reference in the Registration Statement and or 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 basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except ; other than as included set forth therein, no historical the Company is not required to include any financial statements or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act or any document required to be filed with the Commission under the Exchange Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities ActK, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included of the Company and its consolidated subsidiaries set forth in or incorporated by reference in the Registration Statement and Statement, the Disclosure Package or the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position position, results of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) operations and cash flows of the Covered Entities Company and its consolidated subsidiaries at the dates and for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected historical operating and financial data and the summary financial information included set forth in or incorporated by reference in the Registration Statement and Statement, the Disclosure Package or the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement, the Disclosure Package or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. Any In addition, any pro forma financial statements and the related notes thereto included set forth in or incorporated by reference in the Registration Statement and Statement, the Disclosure Package or 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 basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except ; other than as included set forth therein, no historical the Company is not required to include any financial statements or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations or any document required to be filed with the Commission under the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements they relate (the “Covered Entities”) as of and at the dates indicated and the consolidated statements results of their operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly except as may be expressly stated in all material respects in accordance with GAAP the information required to be stated thereinrelated notes thereto. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus, together with the related schedules and notes, present fairly in all material respects respects: (1) the consolidated financial position of the Company and subsidiaries on a consolidated basis at the respective entities to dates indicated, (2) the financial position of the Company’s predecessor, which such financial statements relate (consists of certain of the “Covered Entities”) Company’s properties that were contributed upon the closing of the Company’s initial public offering by STAG Investments III, LLC on a combined basis at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company’s predecessor for the periods specified, (3) the statements of revenue and certain expenses for the properties that were contributed upon the closing of the Company’s initial public offering by STAG Investments IV, LLC and STAG GI Investments, LLC on a combined basis for the periods specified; (4) the several statements of revenue and certain expenses for the properties that were contributed upon the closing of the Company’s initial public offering by STAG GI Investments, LLC for the periods specified and (5) the several statements of revenue and certain expenses for the properties acquired by the Company and its subsidiaries since the closing of the Company’s initial public offering or the acquisition of which are considered probable with respect to which financial statements are included or incorporated by reference in the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected financial data and the or summary financial information included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects 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. Except as included therein, no historical or pro forma No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or Statement, the Prospectus, or incorporated by reference, Prospectus and any Issuer Free Writing Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus, if any, fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position condition, results of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) operations and cash flows of the Covered Entities entities purported to be shown thereby, at the dates and for the periods specified; said financial statements indicated, and have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved except for any annual year-end adjustment, the adoption of new accounting principles, and except as otherwise noted therein. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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 or incorporated by reference therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly comply as to form in all material respects with Regulation S-X under the consolidated 1933 Act and present fairly, in all material respects, the financial position of the Company and the respective entities to which such financial statements relate its consolidated Subsidiaries (the “Covered Entities”as defined below) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated Subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited, interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly fairly, in all material respects respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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. Except as included therein, no other historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act 1934 Act, and Item 10 of Regulation S-K of the Securities ActK, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included of the Company and its consolidated Subsidiaries set forth in or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position position, results of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) operations and cash flows of the Covered Entities Company and its consolidated Subsidiaries at the dates and for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, set forth in or incorporated by reference in the Registration Statement or the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected historical operating and financial data and the summary financial information included set forth in or incorporated by reference in the Registration Statement and or the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. Any In addition, any pro forma financial statements and the related notes thereto included set forth in or incorporated by reference in the Registration Statement and or 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 basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except ; other than as included set forth therein, no historical the Company is not required to include any financial statements or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act or any document required to be filed with the Commission under the Exchange Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly Prospectus comply as to form in all material respects with the consolidated requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and present fairly the financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) on a consolidated basis at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specifiedindicated; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis, except as noted therein, and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to the Company’s operations., if any, The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except The pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply as included thereinto form with the applicable requirements of Regulation S-X of the 1933 Act in all material respects. No other financial statements, no historical supporting schedules or pro forma financial statements or supporting schedules of the Company are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act and the 1933 Act Regulations. All disclosures contained included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and Statement, the Prospectus, if any, General Disclosure Package or the Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto. Each of the Registration Statement, the General Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect Subsidiaries, including each entity disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus as being a Subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operationsincome, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus under the headings “Summary Consolidated Financial and Other Data” and “Selected Consolidated Financial Data” present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus Prospectus, or incorporated by reference therein, under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly Prospectus comply as to form in all material respects with the consolidated requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and present fairly the financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) on a consolidated basis at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specifiedindicated; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis, except as noted therein, and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or The pro forma financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply as to form with the applicable requirements of Regulation S-X of the 1933 Act in all material respects. No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act and the 1933 Act Regulations. All disclosures contained included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the its predecessor and their respective entities to which such financial statements relate (the “Covered Entities”) at consolidated subsidiaries as of the dates indicated indicated, and the consolidated balance sheets, statements of operations, stockholderschanges in shareholders’ equity (deficit) and cash flows of the Covered Entities Company and its predecessor and their respective consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with the Commission’s rules and guidelines with respect thereto. The supporting scheduleshistorical financial statement of operations and balance sheet information of the acquired properties included in the pro forma financial statements included in the Registration Statement, if anythe General Disclosure Package and the Prospectus, present fairly in all material respects the financial position of the respective acquired properties as of the dates indicated and for the period specified; said financial information has been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods involved and comply with the Commission’s rules and guidelines with respect thereto. The supporting schedules included in the Registration Statement, the General Disclosure Package and the Prospectus relating to the Company and its consolidated subsidiaries present fairly in accordance with U.S. GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited audited, or unaudited as applicable, financial statements of the Company and its predecessor included thereintherein and comply with the Commission’s rules and guidelines with respect thereto. Any The unaudited pro forma consolidated financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance comply with the Commission’s rules and guidelines with respect to unaudited pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or unaudited pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities ActAct or the Rules and Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules Rules and regulations of the CommissionRegulations) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, Act and the Exchange Act to the extent applicable. The interactive To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data in Inline eXtensible Business Reporting Language incorporated by reference in filed with the Commission as a part of the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly comply as to form in all material respects with Regulation S-X under the consolidated 1933 Act and present fairly, in all material respects, the financial position of the Company and the respective entities to which such financial statements relate its consolidated Subsidiaries (the “Covered Entities”as defined below) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated Subsidiaries for the periods specified; said financial statements have been prepared in conformity in all material respects with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited, interim financial statements, subject to normal year-end adjustments and the exclusion of certain footnotes. The supporting schedules, if any, present fairly fairly, in all material respects respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act 1934 Act, and Item 10 of Regulation S-K of the Securities ActK, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements results of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; except as stated therein, said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information information, if any, included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto thereto, if any, included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at its consolidated subsidiaries as of the dates indicated indicated, and the consolidated statements of operations, stockholderschanges in members’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) US GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with the Commission’s rules and guidelines with respect thereto. The supporting schedulesschedules included or incorporated by reference in the Registration Statement, if any, the General Disclosure Package and the Prospectus relating to the Company and its consolidated subsidiaries present fairly in all material respects in accordance with US GAAP the information required to be stated therein. The consolidated balance sheet of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related notes, present fairly in all material respects the financial position of the Company at the date indicated; said consolidated balance sheet has been prepared in conformity with US GAAP and complies with the requirements of the Act and Exchange Act with respect thereto. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited audited, or unaudited as applicable, financial statements of the Company included thereinor incorporated by reference therein and comply with the Commission’s rules and guidelines with respect thereto. Any The unaudited pro forma consolidated financial statements and the related notes thereto thereto, if any, included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance comply with the Commission’s rules and guidelines with respect to unaudited pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or unaudited pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities ActAct or the Rules and Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules Rules and regulations of the CommissionRegulations) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, Act and the Exchange Act to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) Group Entities at the dates indicated and the consolidated statements results of operations, stockholders’ equity (deficit) operations and cash flows changes in the consolidated financial position of the Covered Company and the Group Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus, together with the related schedules and notes, present fairly in all material respects respects, the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specifiedindicated; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as noted therein. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis, except as noted therein, and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. In addition, any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects 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. Except as included therein, no historical or pro forma No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or Statement, the Prospectus, or incorporated by reference, Prospectus and any Issuer Free Writing Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus, if any, fairly present presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto, the 1934 Act or the 1934 Act Regulations.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the entities purported to be shown thereby (including the Xxxxxx Pacific predecessor and the Company and the respective entities to which such financial statements relate (the “Covered Entities”its consolidated subsidiaries) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included thereinin the Registration Statement. Any The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and subject to such rules and guidelines, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements (other than the financial statements of the businesses or properties acquired or proposed to be acquired) included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company Company, the Operating Partnership and the their respective entities to which such financial statements relate (the “Covered Entities”) consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company, the Operating Partnership and their respective consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared, in all material respects, in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. Any In addition, any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations or any document required to be filed with the Commission under the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable, in all material respects. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements they relate (the “Covered Entities”) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities entities to which they relate for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown thereintherein at the dates indicated, 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly Prospectus comply in all material respects with the consolidated applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and the respective entities purported to which such financial statements relate (the “Covered Entities”) at be shown thereby as of the dates indicated and the consolidated statements results of operations, stockholders’ equity (deficit) their operations and the changes in their cash flows of the Covered Entities for the periods specified; said such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods involved. The covered thereby, and the supporting schedules, if any, schedules included in the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein. The ; and the selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included or 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 thereinStatement. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities ActAct Regulations, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at its consolidated Subsidiaries as of the dates indicated indicated, and the consolidated statements of operations, stockholderschanges in members’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated Subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) US GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with the Commission’s rules and guidelines with respect thereto. The supporting schedules, if any, schedules included in the Registration Statement and the Prospectus relating to the Company and its consolidated Subsidiaries present fairly in all material respects in accordance with US GAAP the information required to be stated therein. The consolidated balance sheet of the Company included in the Registration Statement and the Prospectus, together with the related notes, present fairly in all material respects the financial position of the Company at the date indicated; said consolidated balance sheet has been prepared in conformity with US GAAP and complies with the requirements of the Securities Act and the Exchange Act with respect thereto. The selected financial data and the summary financial information included incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited audited, or unaudited as applicable, financial statements of the Company included thereintherein and comply with the Commission’s rules and guidelines with respect thereto. Any The unaudited pro forma consolidated financial statements and the related notes thereto included thereto, if any, 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 comply with the Commission’s rules and guidelines with respect to unaudited pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or unaudited pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities ActAct or the Rules and Regulations. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules Rules and regulations of the CommissionRegulations) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, Act and the Exchange Act to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus, if any, Prospectus fairly present the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included of the Company and its consolidated subsidiaries set forth in or incorporated by reference in the Registration Statement and Statement, the Disclosure Package or the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position position, results of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) operations and cash flows of the Covered Entities Company and its consolidated subsidiaries at the dates and for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected historical operating and financial data and the summary financial information included set forth in or incorporated by reference in the Registration Statement and Statement, the Disclosure Package or the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement, the Disclosure Package or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3‑05 or Rule 3‑14 of Regulation S‑X with respect to real estate operations acquired or to be acquired. Any In addition, any pro forma financial statements and the related notes thereto included set forth in or incorporated by reference in the Registration Statement and Statement, the Disclosure Package or 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 basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except ; other than as included set forth therein, no historical the Company is not required to include any financial statements or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations or any document required to be filed with the Commission under the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP non‑GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K of S‑K under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedulesfinancial statements of the businesses acquired or proposed to be acquired, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and set forth therein, have been compiled prepared in conformity with GAAP applied on a consistent basis consistent with that and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, the audited applicable financial statements included thereinstatement requirements of Rule 3-05. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included thereinin the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement 1933 Act or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1933 Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicableRegulations. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present the information called for presents in all material respects the required information and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements results of operations, stockholdersshareholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented. The supporting schedules, if any, relating to the Company and its consolidated subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein. The summary selected and the selected financial and operating data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited or unaudited, as applicable, financial statements of the Company included or incorporated by reference therein. Any The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects 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. Except as included thereinor incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act 1934 Act, and Item 10 of Regulation S-K of under the Securities 1933 Act, in each case to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements they relate (the “Covered Entities”) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities entities to which they relate for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present financial statement schedule attached to such financial statements presents fairly in all material respects in accordance with GAAP Regulation S-X under the 1933 Act the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown thereintherein at the dates indicated, 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included in or incorporated by reference in into the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules notes and notesschedules, present fairly in all material respects the consolidated financial position of the Company and the its respective entities to which such financial statements relate (the “Covered Entities”) at consolidated Subsidiaries on a consolidated basis as of the dates indicated and the consolidated statements results of operations, cash flows and changes in stockholders’ equity (deficit) and cash flows of the Covered Entities Company for the periods specified; said financial statements specified and have been prepared in compliance with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods involved. The supporting schedulesbalance sheet of the Company included in or incorporated by reference into the Registration Statement, if anythe General Disclosure Package and the Prospectus, present together with the related schedules and notes, presents fairly in all material respects the financial position of the Company at the dates indicated; said balance sheet has been prepared in accordance compliance with GAAP the information required to be stated thereinrequirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and in conformity with GAAP. The selected financial and operating data and the summary financial information pro forma and operating data included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited audited, or unaudited, as applicable, financial statements of the Company and its predecessor included therein. Any pro forma financial statements and the related notes thereto or data included in or incorporated by reference into the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance comply 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 of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and circumstances referred the pro forma adjustments have been properly applied to thereinthe historical amounts in the compilation of those statements and data. Except as The other financial and statistical data contained in or incorporated by reference into the Registration Statement, the General Disclosure Package and the 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 Transaction Entities and the Subsidiaries. The statements of certain revenues and expenses of any of the properties or the financial statements of any businesses acquired by the Transaction Entities or the Subsidiaries or determined to be probable of acquisition by the Transaction Entities or the Subsidiaries, if any, included thereinin the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein and have been prepared, in all material respects, in accordance with the applicable financial statement requirements of Rule 3-14 of Regulation S-X with respect to real estate operations or Rule 3-05 of Regulation S-X with respect to businesses. There are no financial statements (historical or pro forma financial statements forma) or supporting related schedules that are required to be included in or incorporated by reference into the Registration Statement, the General Disclosure Package or the Prospectus that are not included or incorporated by reference as required. Neither the Transaction Entities nor any of the Subsidiaries have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement or Statement, General Disclosure Package and the Prospectus under the Securities ActProspectus. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by referencereference into the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities ActK, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; and said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as disclosed therein. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities ActAct or the Securities Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ ' equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods involved. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in all material respects, in accordance with, in the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, Rule 3-14 of Regulation S-X. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s '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. Except as included thereinin the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus under the Securities ActAct or the Securities Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “"non-GAAP financial measures” " (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present the information called for presents in all material respects the required information and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements results of operationsoperations and the comprehensive income, stockholdersshareholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated involved except as otherwise noted therein. The selected financial data and the summary financial information information, if any, included in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements results of operations, stockholdersshareholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented. The supporting schedules, if any, relating to the Company and its consolidated subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein. The summary selected and the selected financial and operating data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited or unaudited, as applicable, financial statements of the Company included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included thereinin the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Item 10 of Regulation S-K of under the Securities 1933 Act, in each case to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement Statement, the Prospectus and the Prospectus, together with the related schedules and notes, present fairly any issuer free writing prospectus comply as to form in all material respects with the consolidated requirements of Regulation S-X under the Securities Act, are accurate in all material respects and present fairly the financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) on a consolidated basis at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specifiedindicated; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement and Statement, the Prospectus and any issuer free writing prospectus present fairly the information shown therein in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the Prospectus and any issuer free writing prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis, except as noted therein, and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus and any issuer free writing 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. Except as included therein, no historical or The pro forma financial statements included or incorporated by reference in the Registration Statement, the Prospectus and any issuer free writing prospectus comply as to form with the applicable requirements of Regulation S-X of the Securities Act in all material respects. No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included or incorporated by reference in the Registration Statement or Statement, the Prospectus or any issuer free writing prospectus under the Securities Act. All disclosures contained included or incorporated by reference in the Registration Statement or Statement, the Prospectus, or incorporated by reference, Prospectus and any issuer free writing prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Prospectus and the Prospectus, if any, any free writing prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Any financial statements of businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X, as applicable. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The Any interactive data in Inline eXtensible Business Reporting Language incorporated by reference included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements they relate (the “Covered Entities”) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities entities to which they relate for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, financial statement schedules attached to such financial statements present fairly in all material respects in accordance with GAAP Regulation S-X under the 1933 Act the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto thereto, if any, included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown thereintherein at the dates indicated, 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects respects: (A) the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries on a consolidated basis at the dates indicated and the consolidated statements statement of operations, stockholdersshareholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified, except as may be stated in the related notes thereto; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be stated in the related notes thereto, and (B) the financial position of the Predecessor (as defined in the Registration Statement) at the dates indicated and the statement of operations, shareholders’ equity and cash flows of the Predecessor for the periods specified, except as may be stated in the related notes thereto; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as may be stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects and in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the Company has determined the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholdersshareholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented, except in the case of unaudited financial statements which are subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included , except in the Registration Statement case of any “non-GAAP financial measures” (as such term is defined by the rules and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with regulations of 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). Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included included, or incorporated by reference reference, in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included in or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects fairly: (1) the consolidated financial position of the Company and the respective entities to which such financial statements relate Operating Partnership on a consolidated basis at the date indicated, (2) the statement of revenue and certain operating expenses of Hudye Farms U.S., Inc. for the period specified (the “Covered EntitiesHudye 3-14 Financials”), (3) the statement of revenue and certain operating expenses of Northeast Nebraska Farms for the period specified (the “Northeast Nebraska 3-14 Financials”) at and (4) the dates indicated statement of revenue and the consolidated statements certain operating expenses of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Nebraska Battle Creek Farms for the periods specifiedperiod specified (the “Nebraska Battle Creek 3-14 Financials”); said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented. The supporting and related schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein or incorporated by reference therein. Any The historical and pro forma financial statements and the related notes thereto included in or 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. Any pro forma financial statements and the related notes thereto included in or incorporated by reference in the Registration Statement and the Prospectus comply as to form with the applicable requirements of Regulation S-X. Except as included therein or incorporated by reference therein, no historical or pro forma other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included in or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in or incorporated by reference in the Registration Statement or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included of the Company and its consolidated subsidiaries set forth in or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position position, results of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) operations and cash flows of the Covered Entities Company and its consolidated subsidiaries at the dates and for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, set forth in or incorporated by reference in the Registration Statement, the Disclosure Package and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected historical operating and financial data and the summary financial information included set forth in or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement, the Disclosure Package and Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. Any In addition, any pro forma financial statements and the related notes thereto included set forth in or incorporated by reference in the Registration Statement Statement, the Disclosure Package 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 basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except ; other than as included set forth therein, no historical or pro forma the Company is not required to include any financial statements pursuant to Rule 3-05 or supporting schedules are required to be included or incorporated by reference proforma financial statement in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations or any document required to be filed with the Commission under the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement or Statement, the Prospectus, or incorporated by reference, Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly Prospectus comply as to form in all material respects with the consolidated requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and present fairly the financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) on a consolidated basis at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specifiedindicated; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis, except as noted therein, and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to the Company’s operations.] The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except The pro forma financial statements included or incorporated in the Registration Statement, the General Disclosure Package and the Prospectus comply as included thereinto form with the applicable requirements of Regulation S-X of the 1933 Act in all material respects. No other financial statements, no historical supporting schedules or pro forma financial statements or supporting schedules of the Company are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act and the 1933 Act Regulations. All disclosures contained included in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference included in the Registration Statement and Statement, the Prospectus, if any, General Disclosure Package or the Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto. Each of the Registration Statement, the General Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect Subsidiaries, including each entity disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus as being a Subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements; Non-GAAP Financial Measures. The financial statements included filed as part of or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly comply in all material respects with the consolidated applicable requirements of the 1933 Act and the 1934 Act, and the rules and regulations of the Commission thereunder, and present fairly, in all material respects, the financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except in the case of unaudited, interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The supporting schedules, if any, present fairly fairly, in all material respects respects, in accordance with GAAP the information required to be stated therein. The summary consolidated financial data, the selected consolidated financial data and the summary other financial data and information included filed as part of or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference therein. Any The financial information and data, and notes related thereto, denoted as “pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown thereinforma” and/or “as adjusted”, 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 reasonably describe, in all material respects, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities 1933 Act, or the 1933 Act Regulations. All None of the disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, regarding Prospectus include “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply described in all material respects with Regulation G of the Exchange Act 1934 Act, and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.K.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except in the case of unaudited, interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The supporting schedules, if any, present fairly fairly, in all material respects respects, in accordance with GAAP the information required to be stated therein. The summary consolidated financial data, the selected consolidated financial data and the summary other financial data and information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The financial information and data, and notes related thereto, denoted as “pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown thereinforma” and/or “as adjusted”, 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 reasonably describe, in all material respects, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All Except with respect to certain disclosures related to “Adjusted EBITDA”, none of the disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, regarding Prospectus include “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply described in all material respects with Regulation G of the Exchange Act 1934 Act, and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.K.

Financial Statements; Non-GAAP Financial Measures. The financial statements (other than the financial statements of the businesses or properties acquired or proposed to be acquired) included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared, in all material respects, in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. Any In addition, any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations or any document required to be filed with the Commission under the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable, in all material respects. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements and the related schedules and notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at its consolidated subsidiaries as of the dates indicated and the consolidated statements results of operations, stockholders’ equity (deficit) their operations and the consolidated changes in their cash flows of the Covered Entities for the periods specified; said except as otherwise disclosed in the related notes thereto, such consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedulescovered thereby; the other financial information included or incorporated by reference in the Registration Statement, if any, present the General Disclosure Package or the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects in accordance with GAAP the information required to be stated thereinshown thereby. The Except as otherwise disclosed, the selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position condition, results of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) operations and cash flows of the Covered Entities entities purported to be shown thereby, at the dates and for the periods specified; said financial statements indicated, and have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved except for any annual year-end adjustment, the adoption of new accounting principles, and except as otherwise noted therein. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference therein. Any The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein on the bases described 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 thereinstatements, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company Parent Guarantor and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Any financial statements of businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X, as applicable. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The Any interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position as of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholdersequityholders’ equity (deficit) and cash flows of the Covered Entities for the periods specifiedspecified of the entities purported to be shown thereby; and said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly involved (except as otherwise noted therein) and comply in all material respects in accordance with GAAP the information required to be stated thereinapplicable requirements of the 1933 Act and the Commission’s rules thereunder. The selected historical financial and statistical data set forth under “Prospectus Summary – Summary Historical and the summary financial information Pro Forma Financial and Operating Data” and “Selected Historical and Pro Forma Financial and Operating Data” included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled prepared on a basis consistent with that of the audited financial statements and unaudited financial statements, as applicable, included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the applicable requirements of Regulation S-X under the 1933 Act and the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled prepared 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. All other financial information included in the Registration Statement, the General Disclosure Package and the Prospectus has been derived from the accounting records of the Operating Subsidiary (the Partnership’s predecessor for accounting purposes) and presents fairly the information shown thereby. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. The Partnership does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), that are not described in the Registration Statement, the General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, Rule 3-14 of Regulation S-X. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, if any, present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included thereinin the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language Language, if any, incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present the information called for presents in all material respects the required information and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. Any financial statements of businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with (i) the financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X, as applicable, or (ii) Staff Accounting Bulletin 1:K, Financial Statements of Acquired Troubled Financial Institutions (“SAB1:K”). The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements (including, as applicable, SAB1:K) and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The Any interactive data in Inline eXtensible Business Reporting Language incorporated by reference included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the entities purported to be shown thereby (including the Xxxxxx Pacific predecessor and the Company and the respective entities to which such financial statements relate (the “Covered Entities”its consolidated subsidiaries) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included thereinin the Registration Statement. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects 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 subject to such rules and guidelines, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects respects: (A) the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries on a consolidated basis at the dates indicated and the consolidated statements statement of operations, stockholdersshareholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified, except as may be stated in the related notes thereto; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be stated in the related notes thereto, and (B) the financial position of the Predecessor (as defined in the Registration Statement) at the dates indicated and the statement of operations, shareholders’ equity and cash flows of the Predecessor for the periods specified, except as may be stated in the related notes thereto; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as may be stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects and in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the Company has determined the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical consolidated financial statements of the predecessor to the Partnership included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, present fairly in all material respects the consolidated financial position position, results of operations and cash flows of the Company and predecessor to the respective entities to which such financial statements relate (the “Covered Entities”) Partnership at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated involved (except as otherwise noted therein). The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma combined financial statements of the Partnership and the related notes thereto its consolidated subsidiaries included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly comply as to form in all material respects with the information shown thereinapplicable accounting requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), Item 10 under Regulation S-K and Financial Interpretation No. 46 and the pro forma adjustments have been prepared properly applied to the historical amounts in accordance with the Commission’s rules compilation of those statements. The summary historical and guidelines with respect to pro forma financial information set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Summary—Summary Historical and Pro Forma Financial and Operating Data” and the selected historical and pro forma financial information set forth under the caption “Selected Historical and Pro Forma Combined Financial and Operating Data” in the Registration Statement, the General Disclosure Package and the Prospectus is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical financial statements and have pro forma financial statements, as applicable, from which it has been properly compiled on the bases described thereinderived, 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 thereinunless expressly noted otherwise. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations; and the Partnership Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements results of operations, stockholders’ equity (deficit) operations and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; and said financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as described in the Registration Statement, the General Disclosure Package and the Prospectus. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and, except as described in the Registration Statement, the General Disclosure Package and the Prospectus, have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved except where and to the extent noted therein. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, if any, present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements , except where and the related notes thereto included 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 thereinextent noted. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated indicated, and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) as applied in the United States and on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto; said financial statements have been prepared on a consistent basis with the books and records of the Covered Entities. The supporting schedulessummary financial data set forth under the caption “Item 6. Selected Financial Data” in the Company’s Annual Report on Form 10-K filed for the Company’s most recently completed fiscal year fairly present, if anyon the basis stated in such respective documents, present fairly the information included therein. The pro forma financial statements and other pro forma financial information included, or incorporated by reference in, the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Prospectus, any Issuer Free Writing Prospectus and the Registration Statement. The pro forma financial statements included in the Prospectus, any Issuer Free Writing Prospectus and the Registration Statement comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the Exchange Act and the pro forma adjustments have been properly applied to the historical amounts in accordance the compilation of those statements. The Company has filed with GAAP the information Commission all financial statements, together with related schedules and notes, required to be stated thereinfiled pursuant to Regulation S-X under the Exchange Act prior to the date hereof, the effective date of the Registration Statement, the date of the Prospectus and each Applicable Time. The selected Other than the historical financial data statements (and the summary financial information schedules) included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included 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. Except as included thereinProspectus, no other historical or pro forma financial statements (or supporting schedules schedules) are required to be included or incorporated by reference in filed under the Exchange Act prior to the date hereof, the effective date of the Registration Statement or Statement, the date of the Prospectus under the Securities Actand each Applicable Time. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act Act, and Item 10 of Regulation S-K of under the Securities Act, in each case to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) Predecessor at the dates indicated and the consolidated statements results of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Predecessor for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented. The supporting schedules, if any, relating to the Predecessor present fairly in all material respects in accordance with GAAP the information required to be stated therein. The summary selected and the selected financial and operating data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited or unaudited, as applicable, financial statements of the Predecessor included therein. Any The pro forma financial statements of the Company and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, if any, present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included thereinin the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Item 10 of Regulation S-K of under the Securities 1933 Act, in each case to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects respects: (1) the consolidated financial position of the Company and subsidiaries on a consolidated basis at the respective entities to dates indicated, (2) the financial position of the Company’s predecessor, which such financial statements relate (consists of certain of the “Covered Entities”) Company’s Properties that were contributed upon the closing of the Company’s initial public offering by STAG Investments III, LLC on a combined basis at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company’s predecessor for the periods specified, (3) the statements of revenue and certain expenses for the Properties that were contributed upon the closing of the Company’s initial public offering by STAG Investments IV, LLC and STAG GI Investments, LLC on a combined basis for the periods specified; (4) the several statements of revenue and certain expenses for the Properties that were contributed upon the closing of the Company’s initial public offering by STAG GI Investments, LLC for the periods specified and (5) the several statements of revenue and certain expenses for the Properties acquired by the Company and its subsidiaries since the closing of the Company’s initial public offering or the acquisition of which are considered probable with respect to which financial statements are included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or The pro forma financial statements included or incorporated by reference in the Registration Statement comply as to form with the applicable requirements of Regulation S-X of the 1933 Act. No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical consolidated financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly Prospectus comply in all material respects with the requirements of the 1934 Act and Regulation S-X under the 1933 Act applicable to registration statements on Form S-3 under the 1933 Act, as applicable, and present fairly, in all material respects, the consolidated financial position condition and results of operations of the Company and the respective entities purported to which such financial statements relate (the “Covered Entities”) be shown thereby at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements indicated and have been prepared in all material respects in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented, except as may be expressly stated in the related notes thereto. The supporting schedulesfinancial statements of the businesses or properties acquired or proposed to be acquired, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and set forth therein, have been compiled prepared in conformity with GAAP applied on a consistent basis consistent with that and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, the audited applicable financial statements included therein. Any statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, Rule 3-14 of Regulation S-X. The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and, subject to such rules and guidelines, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma No other financial statements or supporting schedules of the Company and its subsidiaries are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities ActProspectus. All disclosures contained in the Registration Statement Statement, the Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, if any, Prospectus fairly present the information called for in all material respects and has been are prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements of operationsnet income, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; except as stated therein, said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X, as applicable. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated shown therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present the information called for in all material respects the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position condition of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholdersowners’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented. The supporting schedules, if any, relating to the Company and its consolidated subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the headings “Summary Historical and the summary financial information Other Financial Information” and “Selected Historical Financial and Other Information” included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent consistent, in all material respects, with that of the audited or unaudited, as applicable, financial statements of the Company included or incorporated by reference therein. Any The statements of revenues and certain operating expenses of the properties listed on Schedule F hereto included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus have been prepared in all material respects in accordance with the applicable financial statement requirements of Rule 3-14 of Regulation S-X under the 1933 Act (“Regulation S-X”). The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared comply as to form in accordance all material respects with the Commission’s rules and guidelines with respect to pro forma financial statements applicable requirements of Regulation S-X and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included thereinor incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Item 10 of Regulation S-K of under the Securities 1933 Act, in each case to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the entities purported to be shown thereby (including Xxxxxx Pacific Predecessor and the Company and the respective entities to which such financial statements relate (the “Covered Entities”its consolidated subsidiaries) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included thereinin the Registration Statement. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects 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 subject to such rules and guidelines, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented. The supporting schedules, if any, included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited or unaudited, as applicable, financial statements included therein. Any The financial statements of the businesses or properties acquired or proposed to be acquired, if any, or related tenants, as the case may be, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of the Securities Act and the Exchange Act. The pro forma financial statements and the related notes thereto thereto, if any, included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act or the Exchange Act. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, Rule 3-14 of Regulation S-X. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included thereinin the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referenceif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present the information called for presents in all material respects the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) identified therein at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Restoration Hardware and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical consolidated financial statements of the predecessor to the Partnership included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, present fairly in all material respects the consolidated financial position position, results of operations and cash flows of the Company and predecessor to the respective entities to which such financial statements relate (the “Covered Entities”) Partnership at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved (except as otherwise noted therein). The supporting schedulessummary historical and pro forma financial information set forth in the Registration Statement, if anythe General Disclosure Package and the Prospectus under the caption “Summary—Summary Historical and Pro Forma Financial and Operating Data” and the selected historical and pro forma financial information set forth under the caption “Selected Historical and Pro Forma Financial and Operating Data” in the Registration Statement, present fairly the General Disclosure Package and the Prospectus, together with the related notes thereto, is accurately presented in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled prepared on a basis consistent with that of the audited and unaudited historical financial statements included thereinand pro forma financial statements, as applicable, from which it has been derived, unless expressly noted otherwise. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations; and the Partnership Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934 (the “1934 Act”) and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements results of operations, stockholdersshareholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented. The supporting schedules, if any, relating to the Company and its consolidated subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein. The summary and the selected financial and operating data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited or unaudited, as applicable, financial statements of the Company included therein. Any The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, if any, present fairly in all material respects the information shown therein, have been prepared in all material respects 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act 1934 Act, and Item 10 of Regulation S-K of under the Securities 1933 Act, in each case to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus presents fairly present in all material respects the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented. The supporting schedules, if any, included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited or unaudited, as applicable, financial statements included therein. Any The financial statements of the businesses or properties acquired or proposed to be acquired, if any, or related tenants, as the case may be, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in all material respects in accordance with the applicable financial statement requirements of the Securities Act and the Exchange Act. The pro forma financial statements and the related notes thereto thereto, if any, included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act or the Exchange Act. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 10(e) of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects fairly: (1) the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) Operating Partnership on a consolidated basis at the dates indicated indicated; and (2) the consolidated several statements of operations, stockholders’ comprehensive income (loss), equity (deficit) and cash flows of for the Covered Entities Bardessono Inn & Spa in Yountville, California for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the any summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or The pro forma financial statements in the Registration Statement comply as to form in all material respects with the applicable requirements of Regulation S-X of the 1933 Act. No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included in or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at its consolidated Subsidiaries as of the dates indicated indicated, and the consolidated statements of operations, stockholderschanges in members’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated Subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) US GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with the Commission’s rules and guidelines with respect thereto. The supporting schedules, if any, schedules included or incorporated by reference in the Registration Statement and the Prospectus relating to the Company and its consolidated Subsidiaries present fairly in all material respects in accordance with US GAAP the information required to be stated therein. The consolidated balance sheet of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the related notes, present fairly in all material respects the financial position of the Company at the date indicated; said consolidated balance sheet has been prepared in conformity with US GAAP and complies with the requirements of the Securities Act and Exchange Act with respect thereto. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited audited, or unaudited as applicable, financial statements of the Company included thereinor incorporated by reference therein and comply with the Commission’s rules and guidelines with respect thereto. Any The unaudited pro forma consolidated financial statements and the related notes thereto thereto, if any, included or 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 comply with the Commission’s rules and guidelines with respect to unaudited pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or unaudited pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities ActAct or the Rules and Regulations. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules Rules and regulations of the CommissionRegulations) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, Act and the Exchange Act to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus, if any, Prospectus fairly present the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities purported to which such financial statements relate (the “Covered Entities”) be shown thereby at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included thereinin the Registration Statement. Any The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects 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 subject to such rules and guidelines, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by referencereference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, including the Operating Partnership, included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly Prospectus comply in all material respects with the consolidated applicable requirements of the 1933 Act and the 1934 Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby (including the Company and the respective entities to which such financial statements relate (the “Covered Entities”Operating Partnership and their consolidated subsidiaries) at as of the dates indicated and the consolidated statements results of operations, stockholders’ equity (deficit) their operations and the changes in their cash flows of the Covered Entities for the periods specified; said such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods involved. The covered thereby, and the supporting schedules, if any, schedules included in the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein. The ; and the selected financial data and the summary financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, including the Operating Partnership, and present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included or 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 thereinStatement. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities 1933 Act, the 1933 Act Regulations or the 0000 Xxx. All disclosures contained or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities Act1933 Act Regulations, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, present fairly in all material respects the consolidated financial position of the Company Predecessor and the Partnership and their respective entities to which such financial statements relate (the “Covered Entities”) consolidated subsidiaries at the dates indicated and the consolidated statements results of operations, stockholders’ equity (deficit) and comprehensive income, cash flows and changes in partners’ capital of the Covered Entities Predecessor and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects and in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included thereinand unaudited financial statements, as applicable, from which they were derived. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. The Partnership Parties do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operations, stockholdersshareholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”) as issued by the International Accounting Standards Board applied on a consistent basis throughout the periods involved, except in the case of unaudited, interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The supporting schedules, if any, present fairly fairly, in all material respects respects, in accordance with GAAP IFRS the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement 1933 Act or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1933 Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoRegulations.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) its consolidated subsidiaries at the dates indicated and the consolidated statements statement of operationsincome, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus under the headings “Summary Consolidated Financial and Other Data” and “Selected Consolidated Financial Data” present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present under the heading “Unaudited Pro Forma Consolidated Financial Information” presents 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference set forth in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus fairly present presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the entities purported to be shown thereby (including the Predecessor and the Company and the respective entities to which such financial statements relate (the “Covered Entities”its consolidated subsidiaries) at the dates indicated and the consolidated statements statement of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects 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 subject to such rules and guidelines, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notesnotes thereto of the Company and its consolidated Subsidiaries included in the Registration Statement, present fairly the Time of Sale Prospectus and the Prospectus comply in all material respects with the consolidated applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and present fairly the financial position of the entities purported to be shown thereby (including the Company and the respective entities to which such financial statements relate (the “Covered Entities”its consolidated Subsidiaries) at as of the dates indicated and the consolidated statements results of operations, stockholders’ equity (deficit) their operations and the changes in their cash flows of the Covered Entities for the periods specified; said such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods involved. The covered thereby, and the supporting schedules, if any, schedules included in the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein. The ; the selected financial data and the summary financial information included in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus have been derived from the accounting records of the Company and its Subsidiaries and present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any in the Registration Statement; the historical summary information and the related notes thereto regarding certain of the Properties included in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the information shown therein and have been prepared in accordance with the applicable requirements of Article 3-14 of Regulation S-X; and the pro forma financial statements information and the related notes thereto included in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the information shown therein, therein and have been prepared in accordance with the Commission’s rules applicable requirements of the Securities Act and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereinExchange Act, as applicable, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus under the Securities ActAct or the rules and regulations of the Commission thereunder. All disclosures contained in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus, or incorporated by reference, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.