Common use of Financial Statements of the Company Clause in Contracts

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to therein.

Financial Statements of the Company. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) in the United States applied on a consistent basis throughout the periods covered thereby, thereby (except as may be expressly stated indicated in the related notes thereto), and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, fairly in all material respects, respects the information shown thereby; and the pro forma financial statements information and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial statements information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinProspectus.

Financial Statements of the Company. The financial statements and statements, together with the related notes thereto supporting schedules, if any, of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus comply present fairly in all material respects with the applicable requirements of the Securities Act and present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the operations, changes in their shareholders’ equity and cash flows for the periods specified; such . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as applied in the United States on a consistent basis throughout the periods covered therebyinvolved, except as may be expressly stated in the related notes thereto, and any supporting schedules included or . The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement present fairly, fairly presents in all material respects, respects the information called for and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be stated therein; and included in the other Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial information included data set forth in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus has been derived from under the accounting records captions “Summary Selected Consolidated Financial Information” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the Company audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and its consolidated subsidiaries the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and presents fairlyany free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply, in all material respects, with Regulation G under the information shown thereby; Exchange Act and Item 10 of Regulation S-K under the pro forma Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements and the related notes thereto included statements, supporting schedules or other financial data incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinProspectus.

Financial Statements of the Company. The financial statements and statements, together with the related notes thereto supporting schedules, if any, of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus comply present fairly in all material respects with the applicable requirements of the Securities Act and present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the operations, changes in their shareholders’ equity and cash flows for the periods specified; such . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as applied in the United States on a consistent basis throughout the periods covered therebyinvolved, except as may be expressly stated in the related notes thereto, and any supporting schedules included or . The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement present fairly, fairly presents in all material respects, respects the information called for and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be stated therein; and included in the other Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial information included data set forth in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus has been derived from under the accounting records captions “Summary Selected Consolidated Financial Information” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the Company audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and its consolidated subsidiaries the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and presents fairlyany free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply, in all material respects, with Regulation G under the information shown thereby; Exchange Act and Item 10 of Regulation S-K under the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration StatementSecurities Act, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinas applicable.

Financial Statements of the Company. The consolidated financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries as subsidiaries, at the dates indicated, and the statement of income, shareholders’ equity and cash flows of the dates indicated Company and the results of their operations and the changes in their cash flows its consolidated subsidiaries, for the periods specified; such . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, except as may be expressly stated in the related notes theretoif any, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, accordance with GAAP the information required to be stated therein; . The selected financial data and the other summary financial information included in each of the Pricing Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the financial statements included in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus has been derived from Prospectus. In addition, the accounting records pro forma financial statements of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus present fairly the information shown therein, have been prepared in accordance with Regulation S-X under the Commission’s guidelines with respect to pro forma financial statements Exchange Act, and have been properly compiled on the bases described therein, and the assumptions underlying such pro forma financial statements set forth used in the Registration Statement, the Pricing Disclosure Package preparation thereof are reasonable and the Prospectus adjustments used therein are reasonable appropriate to give effect to the transactions and circumstances referred to therein.

Financial Statements of the Company. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, fairly the information shown thereby; . To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package and the pro forma Prospectus regarding “non-GAAP financial statements measures” (as such term is defined by the rules and regulations of the related notes thereto included or Commission) comply with Regulation G of the Exchange Act, the rules and regulations thereunder and Item 10 of Regulation S-K under the Securities Act, as applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinapplicable thereto.

Financial Statements of the Company. The financial statements of the Company and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus comply present fairly in all material respects with the applicable requirements of the Securities Act and present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated shown and the their results of their operations and the changes in their cash flows for the periods specified; shown, and, except as otherwise disclosed in the Time of Sale Information and the Prospectus, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in and the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements information and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial statements information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus; and the other financial information of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus are reasonable to give effect to has been derived from the transactions accounting records of the Company and circumstances referred to thereinits subsidiaries and presents fairly in all material respects the information shown thereby.

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to therein.

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results of their operations and the changes in their cash flows for the periods specifiedindicated; such said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, except as may be expressly stated if any, present fairly in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, accordance with GAAP the information required to be stated therein; . The selected financial data and the other summary financial information of the Company included in each of the Registration Statement, the Pricing General Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairlyProspectus, in all material respectsor incorporated by reference therein, present fairly the information shown thereby; therein and have been compiled on a basis consistent with that of the pro forma audited financial statements and the related notes thereto included or incorporated by reference in the Registration Statement. No other financial statements are required to be set forth in the Registration Statement, the Pricing General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus have fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinapplicable thereto.

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus comply present fairly in all material respects with the applicable requirements of the Securities Act and present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the operations, changes in their stockholders’ equity and cash flows for the periods specified; such . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods covered therebyinvolved, except as may be expressly stated in the related notes thereto, and any supporting schedules included or . The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement present fairly, fairly presents in all material respects, respects the information called for and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be stated therein; and included in the other Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial information included data set forth in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus has been derived from under the accounting records captions “Summary Selected Consolidated Financial Information” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the Company audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and its consolidated subsidiaries the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and presents fairlyany free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply, in all material respects, with Regulation G under the information shown thereby; Exchange Act and Item 10 of Regulation S-K under the pro forma Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements and the related notes thereto included statements, supporting schedules or other financial data incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinProspectus.

Financial Statements of the Company. The financial statements of the Company and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated shown and the their results of their operations and the changes in their cash flows for the periods specified; shown, and, except as otherwise disclosed in the Time of Sale Information and the Prospectus, such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in and the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information of the Company and its subsidiaries included in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, fairly the information shown thereby; and the pro forma financial statements information and the related notes thereto included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus have has been prepared in accordance with the Commission’s guidelines applicable rules of the Securities Act and Exchange Act with respect to pro forma financial statements thereto, and the assumptions underlying such pro forma financial statements information are reasonable and are set forth in each of the Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus are reasonable to give effect to Time of Sale Information is prepared in accordance with the transactions Commission’s rules and circumstances referred to thereinguidelines applicable thereto.

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results of their operations and the changes in their cash flows for the periods specifiedindicated; such said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, except as may be expressly stated if any, present fairly in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, accordance with GAAP the information required to be stated therein; . The selected financial data and the other summary financial information of the Company included in each of the Registration Statement, the Pricing General Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairlyProspectus, in all material respectsor incorporated by reference therein, present fairly the information shown thereby; therein and have been compiled on a basis consistent with that of the pro forma audited financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma . No other financial statements and the assumptions underlying such pro forma financial statements are required to be set forth in the Registration Statement, the Pricing General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding "non-GAAP financial measures" (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus are reasonable to give effect to fairly presents the transactions information called for in all material respects and circumstances referred to thereinhas been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements of the Company. The financial statements and of the Company, together with the related notes thereto and schedules, included or incorporated by reference in the Registration Statement and the Prospectus fairly present the financial condition and the results of operations and changes in financial condition of the Company and its consolidated subsidiaries included at the respective dates or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the respective periods therein specified; such financial . Such statements and related notes and schedules have been prepared in conformity accordance with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, involved except as may be expressly stated set forth in the related notes theretoincluded in the Registration Statement and the Prospectus. The financial statements of the Company, together with the related notes and any supporting schedules schedules, included or incorporated by reference in the Registration Statement present fairly, and the Prospectus comply in all material respects, the respects with Regulation S-X. All information required to be stated therein; and the other financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus regarding “non-GAAP financial measures” (as defined in Regulation G) complies with Regulation G and Item 10 of Regulation S-K, to the extent applicable. The pro forma financial statements and the other pro forma financial information included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines and the applicable Canadian securities laws with respect to pro forma financial statements and have been properly computed on the bases described therein. The assumptions underlying such used in the preparation of the pro forma financial statements set forth and other pro forma financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus are reasonable reasonable, and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein.

Financial Statements of the Company. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, fairly the information shown thereby; . To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package and the pro forma Prospectus regarding “non-GAAP financial statements measures” (as such term is defined by the rules and regulations of the related notes thereto Commission) comply with Regulation G of the Exchange Act, the rules and regulations thereunder and Item 10 of Regulation S-K under the Securities Act, as applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinapplicable thereto.

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of Registration Statement and the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply present fairly, in all material respects with the applicable requirements of the Securities Act and present fairly respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated shown and the their results of their operations and the changes in their cash flows for the periods specified; shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other basis. The financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records data of the Company and its consolidated subsidiaries set forth in the General Disclosure Package and presents the Final Prospectus in the Company’s Annual Report on Form 10-K under the caption “Selected Financial Data” present fairly, in all material respects, the information shown thereby; set forth therein and have been prepared on a basis consistent with that of the audited financial statements contained in the General Disclosure Package and the pro forma financial statements Final Prospectus. The Company and its consolidated subsidiaries, taken as a whole, do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the related notes thereto included or incorporated by reference meaning of Accounting Standards Codification 810), not disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. There are no financial statements that are required to be included in the Registration Statement, the General Disclosure Package or the Final Prospectus have that are not included as required. The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinapplicable thereto.

Financial Statements of the Company. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, fairly the information shown thereby; . To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non‑GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act, the rules and regulations thereunder and Item 10 of Regulation S‑K under the Securities Act, as applicable. In addition, the pro forma financial statements of the Company and its consolidated subsidiaries and the related notes thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus 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 the related notes thereto included or assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinapplicable thereto.

Financial Statements of the Company. The financial statements included in each Registration Statement and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply present fairly, in all material respects with the applicable requirements of the Securities Act and present fairly respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated shown and the their results of their operations and the changes in their cash flows for the periods specified; shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other basis. The financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records data of the Company and its consolidated subsidiaries set forth in the General Disclosure Package and presents fairly, the Final Prospectus under the caption “Capitalization” and in all material respects, the Company’s Annual Report on Form 10-K under the caption “Selected Financial Data” present fairly the information shown thereby; set forth therein and have been prepared on a basis consistent with that of the audited financial statements contained in the General Disclosure Package and the pro forma financial statements Final Prospectus. The Company and its consolidated subsidiaries, taken as a whole, do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the related notes thereto included or incorporated by reference meaning of Accounting Standards Codification 810), not disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. There are no financial statements that are required to be included in the Registration Statement, the General Disclosure Package or the Final Prospectus have that are not included as required. The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinapplicable thereto.

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or and incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results statement of their operations operations, stockholders' equity and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified; such said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, except as may be expressly stated in the related notes theretoif any, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, accordance with GAAP the information required to be stated therein; . The selected financial data and the other summary financial information included in each the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the . The pro forma financial statements and the related notes thereto included or and incorporated by reference in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus present fairly the information shown therein, have been prepared 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 underlying such pro forma financial statements set forth used in the Registration Statement, the Pricing Disclosure Package preparation thereof are reasonable and the Prospectus adjustments used therein are reasonable appropriate to give effect to the transactions and circumstances referred to therein.

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the General Disclosure Package, the Pricing Disclosure Package Prospectus and the Prospectus comply Prospectus, together with the related schedules and notes, present fairly in all material respects with the applicable requirements of the Securities Act and present fairly (A) the financial position of the Company at the date indicated and changes in equity for the period from December 13, 2019 (date of incorporation) for the period specified, and (B) the consolidated financial position of GAN UK and its consolidated subsidiaries as of at the dates indicated and the results of their operations and the operations, changes in their equity and cash flows for the periods specified; such said financial statements have been prepared in all material respects in conformity with generally accepted accounting principles in International Financial Reporting Standards as issued by the United States International Accounting Standards Board (“GAAPIFRS”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, except as may be expressly stated in the related notes theretoif any, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, in accordance with IFRS, the information required to be stated therein; and the other . All non-IFRS financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus have been prepared complies in accordance all material respects with the Commission’s guidelines with respect requirements of Regulation G and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable; and, except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, there are no material off-balance sheet arrangements (as defined in Regulation S-K under the 1933 Act, Item 303(a)(4)(ii)). Except as included therein, no historical or pro forma financial statements and the assumptions underlying such pro forma financial statements set forth or supporting schedules are required to be included in the Registration Statement, the Pricing General Disclosure Package and or the Prospectus are reasonable to give effect to under the transactions and circumstances referred to therein1933 Act or the 1933 Act Regulations.

Financial Statements of the Company. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information (other than the combined financial statements of Xxxxxxx Bank and Trust and American City Bank (together, the “Acquired Business”)) included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, fairly the information shown thereby; and the . The pro forma financial statements information and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial statements information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinProspectus.

Financial Statements of the Company. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries subsidiaries, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, fairly in all material respects, respects the information shown thereby; and the pro forma financial statements information and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect applicable requirements of the Securities Act and give effect to pro forma financial statements and the assumptions underlying such pro forma financial statements made on a reasonable basis as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to thereinProspectus.