Common use of Preparation of the Financial Statements Clause in Contracts

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma financial data of the Company and its Subsidiaries, and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, Company included in the Offering Memorandum Disclosure Document present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and at the dates indicated and present fairly the results of their operations and cash flows for flow of the periods specifiedCompany and its consolidated subsidiaries of and at the dates indicated. The financial statements of NEG Oil & Gas, LLC included in the Offering Memorandum Disclosure Document present fairly the consolidated financial position of NEG Oil & Gas, LLC and its consolidated subsidiaries as of and at the dates indicated and present fairly the results of operations and cash flow of NEG Oil & Gas, LLC and its consolidated subsidiaries of and at the dates indicated. Such financial statements of the Company and NEG Oil & Gas, LLC comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States of America GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Disclosure Document under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical and Combined Pro Forma Financial Data”, “Capitalization”, and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "“Selected Historical Financial and Operating Data" ” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited complete financial statements or pro forma financial statements of the consolidated entity to which they relate contained in the Offering MemorandumDisclosure Document. The unaudited pro forma condensed consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto and the other pro forma financial data included in the Offering Memorandum present fairly in all material respects the information contained therein, Disclosure Document have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, and supporting schedules included and incorporated by reference in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries (or its applicable subsidiaries) as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum Summary--caption “Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" Information” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained included and incorporated by reference in the Offering Memorandum. The unaudited pro forma condensed financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included and incorporated by reference in the Offering Memorandum present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. 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 included and incorporated by reference in the Offering Memorandum.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, included notes thereto incorporated by reference in the Offering Memorandum Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries and Catellus and its subsidiaries, as applicable, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data with respect to and the Company and its Subsidiaries set forth summary financial information included in the Offering Memorandum under Preliminary Prospectus and the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" Prospectus present fairly present in all material respects the historical financial information set forth shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained included in the Offering MemorandumRegistration Statement, the Preliminary Prospectus and the Prospectus. The unaudited In addition, any pro forma financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included in the Offering Memorandum Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the information contained 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 presented compiled on the bases described therein, and in the opinion of the Company the assumptions used in the preparation thereof are believed to be were reasonable in light of then existing conditions at the time made and the adjustments used therein are appropriate were based upon good faith estimates and assumptions believed by the Company to give effect to be reasonable at the transactions and circumstances referred to therein.](5)time made.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Prospectus Summary Consolidated -- Summary Financial Data", "Selected Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Summary Financial Data", "Selected Historical and Pro Forma Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)assumptions

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum “Summary--–Summary Consolidated Historical of Selected Financial Data” and Pro Forma “Selected Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" ” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma consolidated financial data of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption “Summary–Summary of Selected Financial Data,” “Selected Financial Data” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements therein and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The statistical and market-related data and forward-looking statements included in the Offering Memorandum are based on or derived from sources that the Company and its subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included in or incorporated by reference into the Offering Memorandum Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements in all material respects have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto or in the Preliminary Prospectus and the Prospectus. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum “Summary--–Summary Consolidated Historical Financial Data of OMH and Pro Forma its Subsidiaries,” “Summary–Summary Consolidated Historical Financial Data of SFC and Operating Dataits Subsidiaries," "” “Unaudited Pro Forma Condensed Consolidated Financial Statements" Information of OMH and "Selected Historical its Subsidiaries” and “Unaudited Pro Forma Condensed Consolidated Financial Information of SFC and Operating Data" its Subsidiaries” and set forth in Parent’s Current Report on Form 8-K/A filed with the Commission on January 29, 2016 (incorporating by reference Exhibit 99.2 to Parent’s Current Report on Form 8-K filed with the Commission on April 27, 2015), fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in the Offering MemorandumProspectus are based on or derived from sources that the Company and its consolidated subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The unaudited pro forma condensed consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included and incorporated by reference in each of the Offering Memorandum Preliminary Prospectus, the Prospectus and the Registration Statement present fairly in all material respects the information contained 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 presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. (i) The audited consolidated financial statements for the fiscal years ended December 31, 2019, 2018 and 2017 of Prologis and the CompanyIssuer, together with the related notes, included notes thereto and related schedules incorporated by reference in the Offering Memorandum Registration Statement, the Preliminary Prospectus and the Prospectus, present fairly in all material respects the consolidated financial position of Prologis, or the consolidated financial position of the Company and its Subsidiaries Issuer, as applicable, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The summary financial data with respect to the Company and its Subsidiaries set forth information included in the Offering Memorandum under Preliminary Prospectus and the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" Prospectus present fairly present in all material respects the historical financial information set forth shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained incorporated by reference in the Offering MemorandumRegistration Statement, the Preliminary Prospectus and the Prospectus. The unaudited In addition, the pro forma condensed combined financial data statements of Prologis and the Company and its Subsidiaries, Issuer and the related notes thereto included incorporated by reference in the Offering Memorandum Registration Statement, the Preliminary Prospectus and the Prospectus present fairly fairly, in all material respects respects, the information contained 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 presented compiled on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. Except as set forth in clause (ii) below, no other financial statements or supporting schedules are required to be included in the Registration Statement. (ii) The audited consolidated financial statements for the fiscal years ended December 31, 2018, 2017 and 2016 of Liberty and LPT, together with the related notes thereto and related schedules incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, present fairly the consolidated financial position of LPT, or the consolidated financial position of Liberty, as applicable, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated combined financial position of TR Holdings and the Company and its Subsidiaries entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Combined Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements, "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited condensed pro forma combined financial data statements of the Company and its Subsidiaries, Combined Entities and the related notes thereto included in the Offering Memorandum prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries, and the financial position of the Communications Systems Division of General DataComm, Inc. ("CSD"), in each case as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed , "Selected Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption "Pro Forma Consolidated Financial Statements" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Disclosure Package and the Prospectus (the “Financial Statements”) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specifiedspecified on the basis stated therein. The financial statements included in the Offering Memorandum Such Financial Statements comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included. The financial data with respect to the Company and its Subsidiaries set forth in each of the Offering Memorandum preliminary prospectus and the Prospectus under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical and Pro Forma As Adjusted Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "”, “Selected Historical and Financial and Operating Data" ”, “Dilution” and “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, Subsidiaries and the related notes thereto included in each of the Offering Memorandum preliminary prospectus and the Prospectus in the Registration Statement present fairly in all material respects the information contained 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 presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included in or incorporated by reference into the Offering Memorandum Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements in all material respects have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto or in the Preliminary Prospectus and the Prospectus. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical Financial Data of OMH and Pro Forma its Subsidiaries,” “Summary—Summary Consolidated Historical Financial Data of SFC and Operating Dataits Subsidiaries," "” “Unaudited Pro Forma Condensed Consolidated Financial Statements" Information of OMH and "Selected Historical its Subsidiaries” and “Unaudited Pro Forma Condensed Consolidated Financial Information of SFC and Operating Data" its Subsidiaries”, fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in the Offering MemorandumProspectus are based on or derived from sources that the Company and its consolidated subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The unaudited pro forma condensed consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included and incorporated by reference in each of the Offering Memorandum Preliminary Prospectus, the Prospectus and the Registration Statement present fairly in all material respects the information contained 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 presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries Enhanced Response Technologies and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedule included in the Offering Memorandum comply as Registration Statement presents fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedule have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed , "Selected Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data information of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the captions "Prospectus Summary--Summary Financial Data", "Selected Consolidated Financial Data", "Pro Forma Consolidated Financial Information" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the CompanyRegistration Statement and included in the Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of and at the dates indicated and the results statement of their operations operations, stockholders' equity and cash flows of the Company for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and the requirements of Regulation S-X of the Commission. [All disclosures contained or incorporated by reference in the Time of Sale Prospectus 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 under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The selected financial data and the summary financial information included in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included 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, the Time of Sale Prospectus or the Prospectus under the Securities Act or the Exchange Act. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Time of Sale Prospectus and the Prospectus fairly present the information called for and has been prepared in accordance with the Commission's rules and guidelines applicable thereto. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data", "Capitalization," "Unaudited Pro Forma Condensed Consolidated Financial StatementsDilution," and "Selected Historical Financial elsewhere in the Registration Statement and Operating Data" each Applicable Prospectus, and incorporated by reference therein fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement and each Applicable Prospectus. The unaudited pro forma To the Company's knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Company Registration Statement and its Subsidiaries, and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)any Applicable Prospectus.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "”, “Selected Consolidated Financial Data”, “Unaudited Pro Forma Condensed Consolidated Financial Statements" Statements of Operations” and "Selected Historical Financial and Operating Data" fairly “Capitalization” present fairly, in all material respects respects, the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited Except as otherwise disclosed in the prospectus, the pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the captions “Summary—Summary Consolidated Financial Data”, “Selected Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Statement of Operations” and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly fairly, in all material respects respects, the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, included or incorporated by reference in the Offering Memorandum Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, present fairly fairly, in all material respects (i) the consolidated financial position of the Company and its Subsidiaries subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deck▇▇ ▇▇▇poration as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating DataInformation," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial Information" and Operating Data"Capitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and , "Selected Historical Financial Data" and Operating Data"Capitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption "Prospectus Summary - Selected Historical and Pro Forma Financial Data", "Selected Historical and Pro Forma Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The audited and unaudited consolidated financial statements of the Company, together with the and related notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position notes of the Company and its Subsidiaries contained in the Pricing Disclosure Package and the Final Offering Memorandum (the “Financial Statements”) fairly present (subject, in the case of the unaudited consolidated financial statements, to normal year-end adjustments) the financial position, results of operations, cash flows and, in the case of the audited consolidated financial statements, changes in stockholders’ equity of the Company and its consolidated Subsidiaries, as of the respective dates and at the dates indicated and the results of their operations and cash flows for the respective periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements which they apply and have been prepared in conformity accordance with generally accepted accounting principles as GAAP consistently applied in the United States of America applied on a consistent basis throughout the periods involved, involved (except as may be otherwise expressly stated disclosed in the related notes thereto). [The non-GAAP financial data with respect to the Company and its Subsidiaries measures set forth in the Final Offering Memorandum comply with Regulation G and Item 10(e) of Regulation S-K. The financial data (other than pro forma or as adjusted data) set forth under the captions "Offering Memorandum Summary--“Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" Information” and "“Selected Historical Consolidated Financial Information” included in the Pricing Disclosure Package and Operating Data" fairly present in all material respects the historical financial information set forth therein Final Offering Memorandum has been prepared on a basis consistent with that of the audited Financial Statements and unaudited present fairly the financial statements contained in position and results of operations of the Offering MemorandumCompany and its consolidated Subsidiaries as of the respective dates and for the respective periods indicated. The unaudited pro forma and as adjusted financial data of the Company and its Subsidiaries, and the related notes thereto included information contained in the Pricing Disclosure Package and Final Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules requirements of Regulation S-X and guidelines with respect give effect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof on a reasonable basis and in good faith. All other financial, statistical and market and industry-related data included in the Pricing Disclosure Package and the Final Offering Memorandum are believed based on or derived from sources that the Company reasonably believes to be reasonable reliable and accurate in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)all material respects.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiary as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied and on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Selected Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiary and the related notes thereto included under the caption "Prospectus Summary--Summary Consolidated Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included or incorporated by reference in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company Issuers and its Subsidiaries their subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "“Offering Memorandum Summary--Summary — Summary Consolidated Historical Selected Financial Data” and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed “Selected Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" ” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma consolidated financial data statements of the Company Partnership and its Subsidiaries, subsidiaries and the related notes thereto included under the caption “Offering Memorandum Summary — Summary Pro Forma Consolidated Selected Financial Data”, “Pro Forma Consolidated Selected Financial Data” and elsewhere in the Offering Memorandum present presently fairly in all material respects the information contained 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 presented on the bases described therein, therein and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. (i) The audited consolidated financial statements for the fiscal years ended December 31, 2022, 2021 and 2020 of Prologis and the CompanyIssuer, together with the related notes, included notes thereto and related schedules incorporated by reference in the Offering Memorandum Registration Statement, the Preliminary Prospectus and the Prospectus, present fairly in all material respects the consolidated financial position of Prologis, or the consolidated financial position of the Company and its Subsidiaries Issuer, as applicable, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The summary financial data with respect to the Company and its Subsidiaries set forth information included in the Offering Memorandum under Preliminary Prospectus and the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" Prospectus present fairly present in all material respects the historical financial information set forth shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained incorporated by reference in the Offering MemorandumRegistration Statement, the Preliminary Prospectus and the Prospectus. The unaudited In addition, the pro forma condensed combined financial data statements of Prologis and the Company and its Subsidiaries, Issuer and the related notes thereto included incorporated by reference in the Offering Memorandum Registration Statement, the Preliminary Prospectus and the Prospectus present fairly fairly, in all material respects respects, the information contained 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 presented compiled on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. Except as set forth in clause (ii) below, no other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. (ii) The audited consolidated financial statements for the fiscal years ended December 31, 2021, 2020 and 2019 of Duke Realty OP and DRE, together with the related notes thereto and related schedules incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, present fairly the consolidated financial position of DRE, or the consolidated financial position of Duke Realty OP, as applicable, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, included in the Offering Memorandum present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum Summary--Summary -- Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" fairly present fairly, in all material respects respects, the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma financial data of the Company and its Subsidiaries, and the related notes thereto included in the Offering Memorandum present fairly fairly, in all material respects respects, the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated historical financial statements of the Companystatements, together with the related schedules and notes, included incorporated by reference in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "“Offering Memorandum Summary--—Summary Historical Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" Data fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma condensed consolidated financial data statements of the Company Cardpoint Limited and its Subsidiaries, subsidiaries (“Cardpoint”) and the related notes thereto included incorporated by reference in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements under Article 11 of Regulation S-X, and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The statistical and market-related data and forward-looking statements included in the Offering Memorandum are based on or derived from sources that the Company and its subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, included notes thereto incorporated by reference in the Offering Memorandum Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The Such financial statements included in the Offering Memorandum comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements are required to be included in the Registration Statement. The selected financial data with respect to and the Company and its Subsidiaries set forth summary financial information included in the Offering Memorandum under Preliminary Prospectus and the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" Prospectus, if any, present fairly present in all material respects the historical financial information set forth shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained included in the Offering MemorandumRegistration Statement, the Preliminary Prospectus and the Prospectus. The unaudited In addition, if any pro forma financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto is included in the Offering Memorandum Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly in all material respects the information contained 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 presented compiled on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with United States generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical Selected Financial Information,” “Selected Financial Information” and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data information of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption “Unaudited Pro Forma Consolidated Financial Information” and elsewhere in the Offering Memorandum present fairly Prospectus and in all material respects the information contained therein, Registration Statement have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements information and have been properly presented on the bases described therein, and management believes that the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and that the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, included in the Offering Memorandum Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements Any supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and any supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States of America States, (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus and Registration Statement under the captions "Offering Memorandum “Prospectus Summary--—Summary Historical Consolidated Historical and Pro Forma Financial and Operating Other Data," "Unaudited Pro Forma Condensed ” “Capitalization”, “Selected Consolidated Financial Statements" Data” and "Selected Historical Financial elsewhere in the Prospectus, Registration Statement and Operating Data" the General Disclosure Package fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the captions “Prospectus Summary—Summary Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Consolidated Financial Information,” and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement and the General Disclosure Package present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries and Team Alliance Technology Partners, L.P. ("Team Alliance") as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Consolidated Financial Data", "Selected Consolidated and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included in under the Offering Memorandum caption "Prospectus Summary--Summary Consolidated and Pro Forma Consolidated Financial Data" and "Selected Consolidated and Pro Forma Consolidated Financial Data" present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated historical financial statements of the Companystatements, together with the related schedules and notes, included or incorporated by reference in the Offering Memorandum Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries and PGS Onshore and its subsidiaries, as applicable, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The Such financial statements included in the Offering Memorandum and supporting schedules comply as to form with the applicable accounting requirements of under the Securities Act. Such financial statements Act and have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States of America States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth or incorporated by reference in the Offering Memorandum Disclosure Package and the Prospectus under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical and Pro Forma Combined Financial Data” and Operating “Selected Financial Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" ” and "Selected Historical Financial and Operating Data" elsewhere in or incorporated by reference in the Disclosure Package fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumDisclosure Package and the Prospectus. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included as an exhibit to the Form 8-K of the Company filed with the Commission on December 7, 2009 and incorporated by reference in the Offering Memorandum Disclosure Package and the Prospectus and elsewhere in the Disclosure Package and the Prospectus present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included or incorporated by reference in the Offering Memorandum present fairly in all material respects the consolidated financial position of the entities (including the Company and its Subsidiaries and Sealy and its Subsidiaries) to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum “Summary--–Summary Consolidated Historical and Pro Forma Financial and Operating Data–Tempur-Pedic," "Unaudited Pro Forma Condensed ” “Summary–Summary Consolidated Financial Statements" and "Data–Sealy,” “Selected Historical Financial Information–Tempur-Pedic” and Operating Data" “Selected Historical Financial Information–Sealy” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma condensed combined financial data statements of the Company and its Subsidiaries, Subsidiaries and the related notes thereto included under the captions “Summary–Summary Unaudited Pro Forma Consolidated Financial Data,” “Capitalization” and “Unaudited Pro Forma Condensed Combined Financial Information” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The statistical and market-related data and forward-looking statements included in the Offering Memorandum are based on or derived from sources that the Company believes to be reliable and the Company believes such data is accurate in all material respects and represents its good faith estimates that are made on the basis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements filed with the Commission as part of the Registration Statement and included or incorporated by reference in the Prospectus present fairly the consolidated financial position of CCG and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules, if any, included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules, if any, have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed , "Summary Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involvedinvolved (“GAAP”), except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in each of the Offering Memorandum preliminary prospectus and the Prospectus under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical and Pro Forma Combined Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "” (excluding the pro forma financial data), “Selected Historical Combined Financial Data” and Operating Data" “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma combined financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption “Summary—Summary Historical and Pro Forma Combined Financial Data”, “Unaudited Pro Forma Combined Financial Data” and elsewhere in each of the preliminary prospectus and the Prospectus and in the Offering Memorandum Registration Statement present fairly in all material respects the information contained 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 presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together Company filed with the related notes, included Commission as a part of or incorporated by reference in the Offering Memorandum Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements included in the Offering Memorandum and any supporting schedules thereto comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Act and have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States of America States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The Registration Statement contains all financial statements or supporting schedules that are required to be included or incorporated by reference therein. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum preliminary prospectus and the Prospectus under the captions "Offering Memorandum “Prospectus Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Information”, “Selected Historical Consolidated Financial Information” and Operating Data" “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, Subsidiaries and DLS Drilling Logistics and Services Corporation and the related notes thereto included under the captions “Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Information” and “Unaudited Pro Forma As Adjusted Consolidated Financial Information”, and elsewhere in the Offering Memorandum preliminary prospectus and the Prospectus and in the Registration Statement or incorporated by reference in the preliminary prospectus, the Prospectus and the Registration Statement, present fairly in all material respects the information contained 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 presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements Company Financial Statements and, to the best of the Company’s knowledge, the Hercules Financial Statements, together with the related notesschedules and notes thereto, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities as to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements (to the best of the Company’s knowledge, with regard to Hercules Financial Statements for periods prior to September 30, 2008) have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum Summary--“Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Data of Ashland,” “Summary Historical Consolidated Financial Data of Hercules,” “Selected Historical Consolidated Financial Data of Ashland” and Operating Data" “Selected Historical Consolidated Financial Data of Hercules” (to the best of the Company’s knowledge with regard to Hercules financial data for periods prior to September 30, 2008) fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma condensed financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included in under the Offering Memorandum captions “Summary Unaudited Pro Forma Combined Condensed Financial Information of Ashland” and “Unaudited Pro Forma Combined Condensed Financial Information” present fairly in all material respects (to the best of the Company’s knowledge with regard to Hercules financial data for periods prior to September 30, 2008) the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements of the Company have been prepared in conformity with generally accepted accounting principles as applied in the United States of America Canada applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data , and with respect to the audited consolidated financial statements of the Company and its Subsidiaries have been reconciled to generally accepted accounting principles as applied in the United States in accordance with Item 17 of Form 20-F under the Exchange Act. The financial data set forth in the Offering Memorandum under the captions "Offering Memorandum Summary--Summary — Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Consolidated Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma condensed combined financial data information of the Company and its Subsidiaries, and the related notes thereto included under the caption "Summary — Summary Consolidated Financial Data," "Unaudited Pro Forma Condensed Combined Financial Statements" and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements (except that they have not been reconciled to generally accepted accounting principles as applied in the United States) and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedule included in the Offering Memorandum comply as Registration Statement presents fairly in all material respects the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedule have been prepared in conformity with generally accepted accounting principles as applied in the United States of America States, which principles have been applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Selected Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data consolidated balance sheet of the Company and its Subsidiaries, subsidiaries and the related notes thereto included in the Offering Memorandum present Prospectus and in the Registration Statement presents fairly in all material respects the information contained therein, have has been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data", "Capitalization," "Dilution," "Selected Consolidated Financial Data," "Unaudited Pro Forma Condensed Consolidated Management's Discussion and Analysis of Financial StatementsCondition and Results of Operations" and "Selected Historical Financial elsewhere in the Prospectus and Operating Data" in the Registration Statement fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the captions "Prospectus Summary--Summary Consolidated Financial Data," "Capitalization," "Dilution," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries Enhanced Response Technologies and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedule included in the Offering Memorandum comply as Registration Statement presents fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedule have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed , "Selected Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data information of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the captions "Prospectus Summary--Summary Financial Data", "Selected Consolidated Financial Data", "Pro Forma Consolidated Financial Information" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)reasonable

Preparation of the Financial Statements. The consolidated financial statements of the CompanyHoldings, together with the related notes, included in the Offering Memorandum present fairly fairly, in all material respects respects, the consolidated financial position of the Company Holdings and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements of Holdings included in the Offering Memorandum comply as to form form, in all material respects, with the applicable requirements of the Securities Act, other than with respect to the omission of operating segments disclosures. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The historical financial data with respect to the Company Holdings and its Subsidiaries subsidiaries set forth in the Offering Memorandum under the captions "“Offering Memorandum Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "” “Unaudited Pro Forma Condensed Consolidated Financial Statements" Data” and "“Selected Historical Consolidated Financial and Operating Data" ” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma financial data of the Company Holdings and its Subsidiariessubsidiaries, and the related notes thereto thereto, included in the Offering Memorandum present fairly fairly, in all material respects respects, the information contained therein, and with the exception of Adjusted pro forma EBITDA, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements statements, and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the CompanyCompany filed with the Commission as a part of the Registration Statement and included in the Prospectus and the Disclosure Package, together with the related notesschedules (if any) and the notes thereto, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of and at the dates indicated and the consolidated results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such All such financial statements have been prepared in conformity with accounting principles generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement, the Preliminary Prospectus or the Prospectus. The other financial data with respect to the Company and its Subsidiaries set forth financial information included in the Offering Memorandum Prospectus and the Disclosure Package under the captions "Offering Memorandum Summary--Summary “Selected Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated ” and “Selected Quarterly Financial Statements" and "Selected Historical Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma financial data of the Company and its Subsidiaries, and the related notes thereto included in the Offering Memorandum ” present fairly in all material respects the information contained thereinshown, as of the dates presented, therein and have been prepared in accordance compiled on a basis consistent with the Commission's rules and guidelines with respect consolidated financial statements included in the Registration Statement. All adjustments to historical financial information to arrive at pro forma financial statements and have been properly presented information are reasonably based on the bases described thereinmost recently available records of the Company. The financial information provided as of October 9, 2019 and disclosed in the Prospectus and the assumptions used Disclosure Package are reasonably based on the most recently available records of the Company. All disclosures contained in the preparation thereof are believed to be reasonable in light Registration Statement, the Disclosure Package or the Prospectus, including under the caption “Prospectus Supplement Summary – Recent Developments – Preliminary Estimate of then existing conditions Third Quarter 2019 Results,” regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the adjustments used therein are appropriate to give effect Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, to the transactions and circumstances referred to therein.](5)extent applicable.

Preparation of the Financial Statements. The consolidated Except as otherwise disclosed in the Offering Memorandum, the financial statements of the Companystatements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities ActAct that would be applicable if the Securities were being issued and sold in a public offering. Such Except as otherwise disclosed in the Offering Memorandum, such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The Except as otherwise disclosed in the Offering Memorandum, the historical financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "caption “Offering Memorandum Summary--Summary Consolidated – Summary Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" ” and "the financial data set forth in “Selected Historical Financial and Operating Data" ” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited Except as otherwise disclosed in the Offering Memorandum, the pro forma consolidated financial data information of the Company and its Subsidiaries, and the related notes thereto included under the captions “Offering Memorandum Summary – Summary Historical and Pro Forma Financial and Operating Data” and “Unaudited Pro Forma Consolidated Financial Data” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. In addition, the quarterly and annual revenue figures used for purposes of supporting the statements in the offering memorandum regarding the Company’s quarterly and annual revenue growth have been derived from quarterly or annual financial statements, and, with respect to periods beginning after June 7, 2002, such annual and quarterly financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout such periods, except as may be expressly stated in the related notes (if any) thereto. Notwithstanding the foregoing paragraph, it is expressly noted that certain financial data contained in the Offering Memorandum, as disclosed therein, are not audited financial data.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum Summary--“Summary Consolidated Historical and Pro Forma Consolidated Financial and Operating DataOther Data of Nexstar," "Unaudited Pro Forma Condensed Consolidated ” “Summary Historical Combined Financial Statements" Data of the Newport Assets” and "“Selected Historical Financial and Operating Other Data" ” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma combined financial data statements of the Company Issuer and its Subsidiaries, their subsidiaries and the related notes thereto included under the caption “Offering Memorandum Summary– Summary Historical and Pro Forma Consolidated Financial and Other Data of Nexstar,” and “Unaudited Pro Forma Combined Financial Data” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions Transactions and circumstances referred to therein.](5)therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Selected Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present present, in all material respects respects, the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited Company's ratio of earnings to fixed charges set forth in the Prospectus under the captions "Summary - Summary Financial Data," "Selected Financial Data" and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. No pro forma financial data of the Company and its Subsidiaries, and the related notes thereto information is required to be included in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect Registration Statement pursuant to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related notesschedule and notes thereto, included incorporated by reference in the Offering Memorandum Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The Such financial statements included in the Offering Memorandum comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Act and have been prepared in conformity with United States generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements are required to be included in the Registration Statement. The selected financial data with respect to and the Company and its Subsidiaries set forth summary financial information included in the Offering Memorandum under Preliminary Prospectus and the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" Prospectus present fairly present in all material respects the historical financial information set forth shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained included in the Offering MemorandumRegistration Statement, the Preliminary Prospectus and the Prospectus. The unaudited In addition, if any pro forma financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto is included in the Offering Memorandum Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly in all material respects the information contained 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 presented compiled on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly 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.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated (A) financial position of the Company and its Subsidiaries subsidiaries, and (B) the financial position of Realty Capital Securities, LLC, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement or any Applicable Prospectus. The historical financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum each Applicable Prospectus under the captions "Offering Memorandum caption “[Prospectus Summary--—Summary Consolidated Selected Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Combined Consolidated Financial Statements" Data],” under the caption “Capitalization,” and "under the caption “[Selected Historical Financial and Data of the Operating Data" Subsidiaries]” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement and each Applicable Prospectus. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption “Capitalization,” and under the caption “[Unaudited Pro Forma Combined Consolidated Financial Statements]” and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines Article 11 of Regulation S-X with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5therein. No person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the Public Company Accounting Oversight Board, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and included in any Applicable Prospectus (it being agreed that the foregoing representation is made only to the Company’s knowledge with respect to any person).

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly in all material respects the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [Except for the historical financial statements of Nurses RX, Inc., Preferred Healthcare Staffing, Inc. and O'G▇▇▇▇-▇▇▇▇▇▇ ▇▇ternational (USA), Inc. included therein, no other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Prospectus Summary -- Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and , "Selected Historical Consolidated Financial and Operating Data" and "Capitalization" and the Registration Statement fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included in the Offering Memorandum Prospectus and the pro forma financial data set forth in the Prospectus under the captions "Prospectus Summary -- Summary Consolidated Financial and Operating Data", "Capitalization" and elsewhere in the Prospectus and in the Registration Statement present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate in all material respects to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included or incorporated by reference in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth or incorporated by reference in the Offering Memorandum under the captions "Offering Memorandum Summary--“Summary Historical Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Other Data of Nexstar” and “Summary Historical Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" Other Data of Media General” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained or incorporated by reference in the Offering Memorandum. The unaudited pro forma combined financial data statements of the Company Parent and its Subsidiaries, subsidiaries and the related notes thereto included or incorporated by reference in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus (A) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified and (B) present fairly the “net assets to be sold” of the federal services business of N.E.T. Federal, Inc. and “sales,” “cost of sales” and “direct operating expenses” as of and at the dates indicated and for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly in all material respects the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum “Prospectus Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed ”, “Selected Consolidated Financial Statements" Data” and "Selected Historical Financial and Operating Data" “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included incorporated by reference in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiary as of and at the dates indicated and the results of their its operations and cash flows for the periods specifiedspecified on the basis stated therein. The Such financial statements included in the Offering Memorandum comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in each of the Offering Memorandum preliminary prospectus included in the Disclosure Package and the Prospectus under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed ”, “Selected Consolidated Financial Statements" Data” and "Selected Historical Financial and Operating Data" “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data statements of the Company and its Subsidiaries, subsidiary and the related notes thereto included in each of the Offering Memorandum preliminary prospectus included in the Disclosure Package and the Prospectus present fairly in all material respects the information contained 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 presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly, the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Combined Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Selected Combined Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma combined financial data statements of the Company and its Subsidiaries, and the related notes thereto included under the caption "Prospectus Summary-Summary Combined Financial Data," "Selected Combined Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated historical financial statements of the Companystatements, together with the related schedules and notes, included in the Preliminary Offering Memorandum and in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries or of DLS, Specialty Rental Tools Inc., W. T. Enterprises, Inc., Delta Rental Service, Inc., Capcoil Tubing Services, Inc. and Petro-Rentals, Incorporated (“Petro-Rentals”), as the case may be, as of and at the dates indicated and the consolidated results of their respective operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States of America States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The historical financial data with respect to the Company and its Subsidiaries information set forth in the Preliminary Offering Memorandum and in the Offering Memorandum under the captions "caption “Offering Memorandum Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" Information” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Preliminary Offering Memorandum and in the Offering Memorandum. The unaudited pro forma consolidated condensed financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption “Offering Memorandum Summary—Summary Historical and Pro Forma Consolidated Financial Information,” “Unaudited Pro Forma As Adjusted Consolidated Financial Information” and elsewhere in the Preliminary Offering Memorandum and in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's SEC’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum Summary--“Summary Historical Consolidated Historical and Pro Forma Financial and Operating Other Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" ” and "“Selected Historical Financial and Operating Other Data" ” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma combined financial data statements of the Company Issuer and its Subsidiaries, subsidiaries and the related notes thereto included incorporated by reference in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included or incorporated by reference in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedules included or incorporated by reference in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated , "Selected Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data of the Company and its Subsidiaries, subsidiaries included under the caption "Prospectus Summary--Summary Consolidated Financial Data" and the related notes thereto included elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements and the related notes thereto filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States of America States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement or any Applicable Prospectus. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum each Applicable Prospectus under the captions "Offering Memorandum “Prospectus Supplement Summary--—Summary Consolidated Historical Financial Information” and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement and each Applicable Prospectus. The unaudited pro forma Company’s ratios of earnings to fixed charges and preferred stock dividends set forth in the Base Prospectus under the caption “Ratio of Earnings to Fixed Charges” and in Exhibit 12.1 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S K under the Securities Act. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Company Registration Statement and its Subsidiaries, and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)any Applicable Prospectus.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related notes, included or incorporated by reference in the Offering Memorandum Registration Statement, the Pricing Disclosure Package and the Prospectus, present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations operations, stockholders' equity and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent con-sistent basis throughout the periods involved, except as may be expressly stated otherwise in the related notes thereto. [The selected financial data with respect to and the Company and its Subsidiaries set forth summary financial information included in the Offering Memorandum under Registration Statement, the captions "Offering Memorandum Summary--Summary Consolidated Historical Pricing Disclosure Package and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" the Prospectus fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained included or incorporated by reference therein. The statistical and market-related data and forward-looking statements included in the Offering MemorandumRegistration Statement, the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company and its subsidiaries be-lieve to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The unaudited pro forma financial data and operating statistics for the quarter ended July 1, 2012, included in the Pricing Disclosure Package and the Prospectus under the heading “Summary - Recent Developments” were determined by the Company and its subsidiaries with a reasonable basis and in good faith. Nothing has come to the attention of the Company and its Subsidiaries, subsidiaries that would cause any of them to believe that the actual financial data and operating statistics for the applicable period will be materially different from the amounts disclosed in the Pricing Disclosure Package and the related notes thereto Prospectus. 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 Offering Memorandum present Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. All disclosures contained in the Registration Statement, the Pricing 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 Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects the information contained therein, have and has been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Selected Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated , "Selected Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data statements of the Company and its Subsidiaries, and the related notes thereto included under the caption "Prospectus Summary--Summary Pro Forma Selected Financial Data", "Pro Forma Selected Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's " rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum present Prospectus, fairly present, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries subsidiaries, as well as that of MSB Enterprise LLC (“MSB”), as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved; provided, except as may be expressly stated however, that statements that are unaudited are subject to year-end adjustments and do not contain footnotes required under GAAP. The pro forma financial statements and other pro forma financial information included in the related notes theretoRegistration Statement and the Prospectus fairly present the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements, have been properly compiled on the pro forma bases described therein, and, in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus, as amended or supplemented, under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical Financial Data,” “Capitalization” and Pro Forma “Selected Consolidated Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" ” fairly present present, in all material respects respects, the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma No person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as part of the Company Registration Statement and its Subsidiaries, and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)Prospectus.

Preparation of the Financial Statements. The consolidated Each of the Company and Phoenix represents and warrants that the financial statements of the Company, together Company filed with the related notes, Commission as a part of the Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The Each of the Company and Phoenix represents and warrants that, to its knowledge, the financial statements of Sand Microelectronics, Inc. filed with the Commission as a part of the Registration Statement and included in the Offering Memorandum comply as to form with Prospectus present fairly the applicable requirements financial position of Sand Microelectronics, Inc. of and at the dates indicated and the results of its operations and cash flows for the periods specified. Each of the Securities ActCompany and Phoenix represents and warrants that the supporting schedules included in the Registration Statement presents fairly the information required to be stated therein. Such Each of the Company and Phoenix represents and warrants that such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to Each of the Company and its Subsidiaries Phoenix represents and warrants that no other financial statements or supporting schedules are required to be included in the Registration Statement. Each of the Company and Phoenix represents and warrants that the financial data set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Selected Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data Each of the Company and its Subsidiaries, Phoenix represents and warrants that the pro forma information included in the consolidated financial statements of the Company and the related notes thereto and the pro forma financial information included under the caption "Prospectus Summary--Summary Financial Data", "Selected Consolidated Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. Each of the Company and Phoenix represents and warrants that no other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X under the Securities Act.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together Company filed with the related notes, included Commission as a part of or incorporated by reference in the Offering Memorandum Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries or of DLS, Specialty Rental Tools Inc., W.T. Enterprises Inc., Delta Rental Service, Inc. and Capcoil Tubing Services, Inc., as the case may be, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements included in the Offering Memorandum and any supporting schedules thereto comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Act and have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States of America States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The Registration Statement contains all financial statements or supporting schedules that are required to be included or incorporated by reference therein. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum preliminary prospectus and the Prospectus under the captions "Offering Memorandum “Prospectus Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Information”, “Selected Historical Consolidated Financial Information” and Operating Data" “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, Subsidiaries and DLS Drilling Logistics and Services Corporation and the related notes thereto included under the captions “Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Information” and “Unaudited Pro Forma As Adjusted Consolidated Financial Information”, and elsewhere in the Offering Memorandum preliminary prospectus and the Prospectus and in the Registration Statement or incorporated by reference in the preliminary prospectus, the Prospectus and the Registration Statement, present fairly in all material respects the information contained 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 presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated historical financial statements of the Companystatements, together with the related schedules and notes, included in the Preliminary Offering Memorandum and in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries or of DLS, Specialty Rental Tools Inc., W. T. Enterprises, Inc., Delta Rental Service, Inc. and Capcoil Tubing Services, Inc., as the case may be, as of and at the dates indicated and the consolidated results of their respective operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States of America States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The historical financial data with respect to the Company and its Subsidiaries information set forth in the Preliminary Offering Memorandum and in the Offering Memorandum under the captions "“Offering Memorandum Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" Information” and "“Selected Historical Consolidated Financial and Operating Data" Information” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Preliminary Offering Memorandum and in the Offering Memorandum. The unaudited pro forma consolidated condensed financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption “Offering Memorandum Summary—Summary Historical and Pro Forma Consolidated Financial Information,” “Unaudited Pro Forma As Adjusted Consolidated Financial Information” and elsewhere in the Preliminary Offering Memorandum and in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's SEC’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards (“IFRS”) as applied in adopted by the United States of America International Accounting Standards Board (“IASB”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement or any Applicable Prospectus. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum each Applicable Prospectus under the captions "Offering Memorandum “Prospectus Summary--Summary Consolidated Historical Selected and Pro Forma Financial and Operating Data," "” “Selected Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements" Information” and "Selected Historical Financial and Operating Data" “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement and each Applicable Prospectus. The unaudited pro forma [consolidated][condensed] financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption [“Prospectus Summary--Summary Pro Forma [Consolidated] Selected Financial Data,” “Pro Forma [Consolidated] Selected Financial Data”] and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and included in any Applicable Prospectus.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum present fairly Prospectus comply as to form in all material respects with the consolidated requirements of the Securities Act and present fairly the respective financial position positions of the Company and its Subsidiaries ▇▇▇▇▇.▇▇▇ as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated , "Selected Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data statements of the Company and its Subsidiaries, and the related notes thereto included in the Offering Memorandum Prospectus and the pro forma financial data set forth under the caption "Prospectus Summary--Summary Financial Data", "Selected Financial Data" and elsewhere in the Prospectus, and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and data and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The pro forma financial statements included in the Offering Memorandum Registration Statement and the Prospectus comply as to form in all material respects with the applicable requirements of Rule 11-02 of Regulation S-K of the Securities ActCommission as interpreted by the Commission in this transaction and the pro forma adjustments have been properly applied to the historical amounts in compilation of such statements. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Selected Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited In addition, the pro forma financial data consolidated statements of the Company and its Subsidiaries, Subsidiaries and the related notes thereto included under the captions "Prospectus Summary -- Summary Financial Data" and "Selected Consolidated Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to the pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Selected Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited Company and its subsidiaries have no material contingent obligations that are not disclosed in the Company's financial statements in the Registration Statement and the Prospectus. The pro forma financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto and other pro forma financial data included under the caption "Prospectus Summary—Summary Historical and Pro Forma Financial Data," "Unaudited Pro Forma Financial Data," and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5therein (in the case of pro forma financial data).

Preparation of the Financial Statements. The consolidated financial statements of and the Company, together with the related notes, supporting schedules included or incorporated by reference in the Disclosure Package and the Final Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The Such financial statements included in the Offering Memorandum and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Disclosure Package, the Final Offering Memorandum under the captions "Offering Memorandum “Summary--Summary Consolidated Historical —Recent Developments” and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Disclosure Package and the Final Offering Memorandum. The unaudited pro forma financial data Company’s ratios of earnings to fixed charges set forth in the Company and its Subsidiaries, Disclosure Package and the related notes thereto included Final Offering Memorandum have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Disclosure Package and the Final Offering Memorandum present fairly presents the information called for in all material respects the information contained therein, have and has 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 presented on applicable thereto. In addition, the bases described therein, information included in the Disclosure Package and the assumptions used Final Offering Memorandum under the heading “Summary—Recent Developments—Revised 2013 Guidance” was determined by the Company with a reasonable basis and in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)good faith.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries and of Talaria, as applicable, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto and except for the omission of certain footnote data from the financial statements for the periods ended March 31, 1999 and March 31, 2000. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed , "Selected Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma combined and consolidated financial data statements of the Company and Talaria and the related notes thereto set forth in the Registration Statement and the Prospectus (and any supplement or amendment thereto) have been prepared on a basis consistent with the historical financial statements and the books and records of the Company and its Subsidiariessubsidiaries, and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect give effect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof described in the Registration Statement and such assumptions are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein, and present fairly the transactions contemplated by the Registration Statement and the Prospectus. Such unaudited pro forma combined financial statements have been prepared in accordance with the applicable requirements of Rule 11-02 of Regulation S-X promulgated by the Commission. The other pro forma financial and statistical information and data set forth in the Registration Statement and the Prospectus (and any supplement or amendment thereto) are, in all material respects, accurately presented and prepared on a basis consistent with the unaudited pro forma combined financial statements.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum each Applicable Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The No other financial data with respect statements or supporting schedules are required to the Company and its Subsidiaries set forth be included in the Offering Memorandum Registration Statement or any Applicable Prospectus under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited Securities Act. The pro forma consolidated financial statements contained in the Offering Memorandum. The unaudited pro forma financial data of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the captions “Summary—Summary Historical and Pro Forma Consolidated Financial and Operating Data” and “Unaudited Pro Forma Consolidated Financial Information” and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [thereto and except for the separate financial statements of the Guarantor subsidiaries as required by Rule 3-10 of Regulation S-X, in accordance with the requirements of Regulation S-X. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum “Summary--—Summary Consolidated Selected Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Data of Activant,” “Summary—Summary Selected Historical Consolidated Financial Data of Epicor” and Operating “Selected Historical Consolidated Financial Data" ” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma condensed consolidated financial data statements of the Company Company, the Acquired Businesses and its Subsidiaries, their respective subsidiaries and the related notes thereto included under the caption “Summary—Summary Unaudited Pro Forma Condensed Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Selected Financial Data” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The statistical and market-related data and forward-looking statements included in the Offering Memorandum are based on or derived from sources that the Company, the Acquired Businesses and their respective subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included filed with the Commission as a part of or incorporated by reference in the Offering Memorandum Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements included and supporting schedules comply in the Offering Memorandum comply all material respects as to form with the applicable accounting requirements of the Securities Act. Such financial statements Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Preliminary Prospectus and the Prospectus under the captions "Offering Memorandum “Prospectus Summary--—Summary Consolidated Historical and Pro Forma Selected Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated ” “Selected Financial Statements" Data” and "Selected Historical Financial and Operating Data" “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial statistical and market related data of and forward-looking statements included in the Registration Statement, the Disclosure Package and the Prospectus are based on or derived from sources that the Company and its Subsidiaries, subsidiaries believe to be reliable and the related notes thereto included in the Offering Memorandum present fairly accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The Company’s ratios of earnings to fixed charges set forth in each of the Preliminary Prospectus and the Prospectus under the captions “Ratio of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information contained therein, called for in all material respects and 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements Any supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Selected Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data information of the Company and its Subsidiaries, subsidiaries included under the caption "Summary - Summary Consolidated Financial Data" and the related notes thereto included "Capitalization" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together filed with the related notes, included Commission as a part of or incorporated by reference in the Offering Memorandum Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries, as the case may be, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements included in the Offering Memorandum and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum preliminary prospectus and the Prospectus under the captions "Offering Memorandum Prospectus Supplement Summary--Summary —Selected Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries included under the caption "Prospectus Supplement Selected Consolidated—Summary Financial Data" and elsewhere in the preliminary prospectus and the related notes thereto included Prospectus and in the Offering Memorandum Registration Statement or incorporated by reference in the preliminary prospectus, the Prospectus and the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein and the pro forma adjustments have been properly applied to the historical amounts in the computation of compilation of such pro forma financial statements. All of the disclosures contained or incorporated by reference into the preliminary prospectus and the Prospectus and the Registration Statement regarding "non-GAAP financial measures" (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. No other financial statements (pro forma or otherwise) or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the preliminary prospectus or prospectus.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectuses present fairly in all material respects (i) the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified and (ii) present fairly the consolidated financial position of the Acquired Entities and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such Company and the financial statements of the Acquired Entities have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectuses under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements, "Capitalization" and "Selected Historical Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma condensed financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption "Summary Financial Data" and elsewhere in the Offering Memorandum Prospectuses and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included in the Offering Memorandum present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involvedpresented, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "“Offering Memorandum Summary--–Summary Consolidated Historical and Unaudited Pro Forma Financial Data of TopBuild Corp.” and Operating Data," "Unaudited Pro Forma Condensed “Selected Historical Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" Information of TopBuild Corp.,” fairly present present, in all material respects respects, the historical financial information set forth therein on a basis consistent with that of the applicable audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma condensed consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption “Offering Memorandum Summary–Summary Historical and Unaudited Pro Forma Financial Data of TopBuild Corp.” and “Unaudited Pro Forma Condensed Consolidated Financial Information” and elsewhere in the Offering Memorandum present fairly fairly, in all material respects respects, the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The statistical and market-related data and forward-looking statements included in the Offering Memorandum are based on or derived from sources that the Company and its subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated separate financial statements of the CompanyCompany and each of the Founding Companies, in each case together with related notes filed with the related notes, Commission as a part of the Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position position, results of operations and cash flows of the Company and its Subsidiaries as each of such Founding Companies and of the Company, respectively, at the dates indicated specified and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and all adjustments necessary for a fair presentation of results for such period have been made. [Except for the pro forma financial statements discussed below, no other financial statements are required to be included in the Registration Statement. No supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Prospectus Summary Consolidated Historical and -- Summary Pro Forma Combined Financial Data" and Operating "--Summary Individual Founding Company Financial Data," "Unaudited Pro Forma Condensed Consolidated Financial StatementsCapitalization" and "Selected Historical Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited pro forma financial statements contained in the Offering Memorandum. The unaudited pro forma financial data Registration Statement and the books and records of the Company and its Subsidiariesthe Founding Companies, as applicable. The pro forma combined financial statements of the Company and the Founding Companies together with the related notes thereto included under the captions "Prospectus Summary--Summary Pro Forma Combined Financial Data," "Selected Financial Data," "Capitalization" and "Enfinity Corporation Unaudited Pro Forma Combined Financial Statements" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the pro forma bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together Company and the separate financial statements of each of the Founding Companies filed with the related notes, Commission as a part of the Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries and each of the Founding Companies as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Selected Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated , "Selected Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the Founding Companies and the related notes thereto included under the caption "Prospectus Summary--Summary Pro Forma Combined Financial Data", "Pro Forma Combined Selected Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries the Subsidiary as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements Company and the Subsidiary have been prepared in conformity with generally accepted accounting principles as applied in the United States of America U.S. applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required by the Securities Act to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating DataInformation," "Unaudited Pro Forma Condensed Consolidated Financial StatementsCapitalization" and "Selected Historical Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma as adjusted condensed financial data statements of the Company and its Subsidiaries, the Subsidiary and the related notes thereto included under the captions "Prospectus Summary--Summary Consolidated Financial Information," "Selected Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma such financial statements and have been properly presented on the bases described thereinstatements, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements and schedules of the Company, together Company filed with the related notes, Commission as a part of the Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the consolidated results of their operations and cash flows for the periods specified. The financial statements of revenue and certain expenses of Tower Ventures filed with the Commission as a part of the Registration Statement and included in the Offering Memorandum comply as to form with Prospectus present fairly the applicable requirements revenue and certain expenses of Tower Ventures for the Securities Actperiods specified. Such financial statements and schedules of the Company have been prepared in conformity with accounting principles generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [Such Statements of revenue and certain expenses of Tower Ventures were prepared for the purpose of complying with rules and regulations of the Securities and Exchange Commission, primarily Rule 3-14 of Regulation S-X, and do not represent a complete presentation of the results of operations as required by accounting principals generally accepted in the United States. No other financial statements or schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Financial Information", "Selected Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial StatementsInformation" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma condensed consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included in the Offering Memorandum Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related notes, included or incorporated by reference in the Offering Memorandum Registration Statement, the Pricing Disclosure Package and the Prospectus, present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations operations, stockholders’ equity and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated otherwise in the related notes thereto. [The selected financial data with respect to and the Company and its Subsidiaries set forth summary financial information included in the Offering Memorandum under Registration Statement, the captions "Offering Memorandum Summary--Summary Consolidated Historical Pricing Disclosure Package and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" the Prospectus fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained included or incorporated by reference therein. The statistical and market-related data and forward-looking statements included in the Offering Memorandum. The unaudited pro forma financial data of Registration Statement, the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company and its Subsidiaries, subsidiaries believe to be reliable and the related notes thereto included in the Offering Memorandum present fairly accurate in all material respects and represent their good faith estimates that are made on the information contained basis of data derived from such sources. Except as included therein, have been prepared in accordance with the Commission's rules and guidelines with respect to no historical or pro forma financial statements and have been properly presented on or supporting schedules are required to be included or incorporated by reference in the bases described Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. All disclosures contained in the Registration Statement, the Pricing 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 assumptions used in Commission) comply with Regulation G of the preparation thereof are believed to be reasonable in light Exchange Act and Item 10 of then existing conditions and Regulation S-K of the adjustments used therein are appropriate to give effect Securities Act, to the transactions and circumstances referred to therein.](5)extent applicable.

Preparation of the Financial Statements. The consolidated historical financial statements of the Companystatements, together with the related schedules and notes, included in the Pricing Disclosure Package and the Final Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries and Grant Geophysical, Inc. and its subsidiaries, as applicable, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States of America States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Pricing Disclosure Package and the Final Offering Memorandum under the captions "“Offering Memorandum Summary--Summary – Summary Historical Consolidated Historical and Pro Forma Combined Financial Information” and Operating Data," "Unaudited Pro Forma Condensed “Selected Historical Consolidated Financial Statements" Information” and "Selected Historical Financial elsewhere in the Pricing Disclosure Package and Operating Data" the Final Offering Memorandum fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Pricing Disclosure Package and the Final Offering Memorandum. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption “Offering Memorandum Summary – Summary Historical Consolidated and Pro Forma Combined Financial Information”, “Unaudited Pro Forma Combined Financial Information” and elsewhere in the Pricing Disclosure Package and the Final Offering Memorandum present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together Company and its subsidiaries filed with the related notes, Commission as a part of the Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified, and, to the knowledge of the Company, (1) the financial statements of Altra Software Services, Inc. filed with the Commission as a part of the Registration Statement and included in the Prospectus under the caption "Unaudited Pro Forma Condensed Consolidated Statement of Operations" present fairly the results of the operations of Altra Software Services, Inc. for the periods specified, (2) the financial statements of Nucleus Corporation and Nucleus Energy Consulting Corporation (collectively, "Nucleus") filed with the Commission as a part of the Registration Statement and included in the Prospectus under the caption "Unaudited Pro Forma Condensed Consolidated Statement of Operations" present fairly the results of the operations of Nucleus for the periods specified and (3) the financial statements of Altra Software Services, Inc. incorporated by reference into the Registration Statement and the Prospectus present fairly the consolidated financial position of Altra Software Services, Inc. as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Prospectus Summary -- Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed , "Selected Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma condensed consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Summary Consolidated Financial Data", "Unaudited Pro Forma Condensed Consolidated Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. (i) The consolidated historical financial statements of the Companystatements, together with the related schedules and notes, of the Company and its consolidated subsidiaries included in the Offering Memorandum Disclosure Package and the Prospectus present fairly in all material respects respects, the consolidated financial position of the Company and its Subsidiaries as of and at the dates indicated and the position, results of their operations and cash flows of the Company as of the dates and for the periods specified. The financial statements included in the Offering Memorandum indicated, comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, involved (except as may be expressly otherwise noted therein), (ii) the selected financial data set forth under the caption “Selected Historical Financial Data of Arch Coal” in the Disclosure Package and the Prospectus fairly present, on the basis stated in the related notes thereto. [The financial data with respect to Disclosure Package and the Company Prospectus, the information included therein, and its Subsidiaries set forth in (iii) the Offering Memorandum under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma financial data information and related notes of the Company and its Subsidiaries, subsidiaries contained in the Disclosure Package and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information contained therein, Prospectus have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements guidance and have been properly presented on the bases described therein, and the give effect to assumptions used in the preparation thereof thereof, are believed to be on a reasonable basis and in light of then existing conditions good faith and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5therein. To the knowledge of the Company, ICG’s consolidated historical financial statements, together with the related notes, of ICG and its consolidated subsidiaries included in the Disclosure Package and the Prospectus present fairly in all material respects, the consolidated financial position, results of operations and cash flows of ICG as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved (except as otherwise noted therein).

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included in or incorporated by reference into the Offering Memorandum Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements in all material respects have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" ” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in the Offering MemorandumProspectus are based on or derived from sources that the Company and its consolidated subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The unaudited pro forma condensed consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included incorporated by reference in each of the Offering Memorandum Preliminary Prospectus, the Prospectus and the Registration Statement present fairly in all material respects the information contained 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 presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements of the CompanyCompany and the financial statements of Multimedia Games, each together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The , it being understood that unaudited interim financial statements included in the Offering Memorandum comply as are subject to form with the applicable requirements of the Securities Actnormal, year-end audit adjustments. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in otherwise specified therein or to the related notes theretoextent unaudited interim financial statements exclude footnotes or may be condensed or summary statements. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical and Pro Forma Financial Data for GCA and Operating Data," "Unaudited Pro Forma Condensed Summary Consolidated Historical Financial Statements" and "Data for Multimedia Games”, “Selected Historical Financial Data of GCA” and Operating Data" “Selected Historical Financial Data of Multimedia Games” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited Except as may be otherwise specified therein, the pro forma consolidated financial data statements of the Company Company, its subsidiaries and its Subsidiaries, the Multimedia Acquired Entities and the related notes thereto included under the captions “Offering Memorandum Summary—Summary Consolidated Historical and Pro Forma Financial Data for GCA and Summary Consolidated Historical Financial Data for Multimedia Games,” “Unaudited Pro Forma Condensed Combined Financial Statements” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements GAAP and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The statistical and market-related data and forward-looking statements, including statements regarding synergies, cost savings and other financial projections, included in the Offering Memorandum are based on or derived from sources that the Company and its subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The consolidated Except as stated therein, the financial statements of the Companystatements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly disclosed therein. Except as stated in therein, the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma financial data of the Company statements and its Subsidiaries, other pro forma and the related notes thereto included as adjusted information presented in the Offering Memorandum present fairly in all material respects the information contained shown therein, have been prepared in accordance with the Commission's rules and guidelines Article 11 of Regulation S-X with respect to pro forma financial statements and have been properly presented compiled on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. Except as stated therein, the financial statements and the financial information included in the Offering Memorandum comply as to form with the requirements applicable to financial statements required in a registration statement on Form S-1 under the Securities Act. The financial data set forth in the Offering Memorandum under the captions “Summary—Summary Historical Financial Information and Statistical Data” and “Selected Consolidated Financial and Operating Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum. The financial data set forth in the Offering Memorandum under the captions “Summary—Summary Unaudited Pro Forma Financial Information and Statistical Data” fairly present the information set forth therein on a basis consistent with that of the pro forma financial statements contained in the Offering Memorandum.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects and accurately (i) the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified, (ii) the revenue and certain expenses of Arrowhead Fountains Office Building for the periods specified and (iii) the revenue and certain expenses of K▇▇▇▇▇▇ Office Building for the periods specified. The financial statements Any supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly and accurately the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited pro forma consolidated financial statements contained in the Offering Memorandum. The unaudited pro forma financial data of the Company and its Subsidiaries, subsidiaries and the related notes thereto and the statement of estimated taxable operating results and cash to be made available by operations based thereon included in the Offering Memorandum Prospectus and the Registration Statement present fairly in all material respects and accurately the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements thereto and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions “Prospectus Summary — Summary Financial Data,” “Capitalization” and “Selected Financial Information” fairly and accurately present the information set forth therein on a basis consistent with that of the financial statements contained in the Registration Statement when read in conjunction with the textual information included in those sections.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. [The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Act. be stated therein.] Such financial statements [and supporting schedules] have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Selected Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated , "Selected Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption "Prospectus Summary--Summary Selected Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The Such financial statements included in the Offering Memorandum comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States of America and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum preliminary prospectus and the Prospectus under the captions "Offering Memorandum “Prospectus Summary--—Summary Consolidated Historical Selected Financial Data”, “Selected Financial Data” and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" “Capitalization” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption “Unaudited Pro Forma Consolidated Statements of Operations” and elsewhere in the Offering Memorandum preliminary prospectus and the Prospectus and in the Registration Statement present fairly in all material respects the information contained 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 presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated historical financial statements of the Company, together with Company and the related notes, notes and schedules thereto included in the Offering Memorandum Registration Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of and at the dates indicated and the results of their operations operations, stockholders’ equity and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared specified in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated in otherwise noted therein). Except as disclosed therein, the related notes thereto. [The selected financial data with respect to and summary financial information of the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum “Prospectus Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" Data” and "“Selected Historical Consolidated and Combined Financial Data” in the Registration Statement, the General Disclosure Package and Operating Data" fairly the Prospectus present fairly, in all material respects respects, the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement, the General Disclosure Package and the Prospectus. The unaudited pro forma condensed consolidated financial data of the Company and its Subsidiaries, statements and the related notes thereto included in the Offering Memorandum Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information contained 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 presented compiled on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included or incorporated by reference in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth or incorporated by reference in the Offering Memorandum under the captions "Offering Memorandum Summary--“Summary Historical Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Other Data of Nexstar” and “Summary Historical Consolidated Financial Statements" and "Selected Historical Financial and Operating Data" Other Data of Tribune” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained or incorporated by reference in the Offering Memorandum. The unaudited pro forma combined financial data statements of the Company Parent and its Subsidiaries, subsidiaries and the related notes thereto included or incorporated by reference in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Nexstar Parties believe to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries Xenotech, L.P. a California limited partnership ("Xenotech, L.P.") as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Selected Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma condensed combined financial data statements of the Company and its Subsidiaries, Xenotech L.P. and the related notes thereto filed with the Commission as a part of the Registration Statement and included in the Offering Memorandum Prospectus and the pro forma financial data included under the captions "Summary--Summary Financial Data" and "Capitalization" and elsewhere in the Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Adjusted Consolidated Financial Statements" Data” and "“Selected Historical Consolidated Financial and Operating Data" ” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included under the caption “Summary—Summary Historical and Adjusted Financial Data”, “Unaudited Pro Forma Consolidated Statement of Operations” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements therein and have been properly presented in all material respects on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedules, if any, included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated , "Selected Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data of the Company and its Subsidiaries, and the related notes thereto included under the captions "Summary - Summary Financial Data" and "Capitalization" in the Offering Memorandum Prospectus and in the Registration Statement, if any, present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement Pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated separate financial statements of the CompanyCompany and each of the Founding Companies, in each case together with the related notes, filed with the Commission as a part of the Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position position, results of operations and cash flows of the Company and its Subsidiaries as each of such Founding Companies and of the Company, respectively, at the dates indicated specified and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and all adjustments necessary for a fair presentation of results for such period have been made. [Except for the pro forma financial statements discussed below, no other financial statements are required to be included in the Registration Statement. No supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Combined Financial Data" and Operating "--Summary Individual Founding Company Financial Data," "Unaudited Pro Forma Condensed Consolidated Financial StatementsCapitalization" and "Selected Historical Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited pro forma financial statements contained in the Offering Memorandum. The unaudited pro forma financial data Registration Statement and the books and records of the Company and its Subsidiariesthe Founding Companies, as applicable. The pro forma combined financial statements of the Company and the Founding Companies together with the related notes thereto included under the captions "Prospectus Summary--Summary Pro Forma Combined Financial Data," "Selected Financial Data," "Capitalization" and "Compass International Services Corporation Unaudited Pro Forma Combined Financial Statements" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the pro forma bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries, other than SFC for which none have been prepared, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated otherwise in the related notes thereto. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the captions "“Offering Memorandum Summary--–Summary Consolidated Historical and Pro Forma Consolidated Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" ” and "“Selected Historical Consolidated Financial and Operating Data" ” present fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma consolidated financial data statements of the Company and its Subsidiariessubsidiaries, including SFC, and the related notes thereto included under the caption “Offering Memorandum Summary–Summary Historical and Pro Forma Consolidated Financial and Operating Data,” “Unaudited Pro Forma Consolidated Financial Data” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)Transactions.

Preparation of the Financial Statements. (i) The consolidated financial statements and related notes and supporting schedules of the Company, together with Company and the related notes, included Subsidiaries contained in the Time of Sale Document and the Final Offering Memorandum (the “Financial Statements”), as of the respective dates and for the respective periods to which they apply, present fairly in all material respects the consolidated financial position position, results of operations and cash flows of the Company and its Subsidiaries as of consolidated Subsidiaries, and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity accordance with generally accepted accounting principles as applied in the United States of America GAAP applied on a consistent basis throughout the periods involvedinvolved and the requirements of Regulation S-X, except to the extent expressly disclosed therein; (ii) the statements of revenues and operating expenses of the ASOP Properties (as may be expressly stated in defined herein), as of the related notes thereto. [The respective dates and for the respective periods to which they apply, have been prepared on a consistent basis throughout the periods involved and present fairly the information contained therein; (iii) the financial data with respect to of the Company and its the Subsidiaries set forth in the Offering Memorandum under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical and Pro Forma Consolidated Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" ” and "“Selected Historical Consolidated Financial and Operating Data" fairly present ” in all material respects the historical Time of Sale Document and the Final Offering Memorandum (other than the financial information data set forth therein under such captions that are labeled “pro forma,” which are the subject of sub-clause (iv) below) has been prepared on a basis consistent with that of the audited Financial Statements and unaudited present fairly the financial statements contained in the Offering Memorandum. The unaudited pro forma financial data position and results of operations of the Company and its Subsidiaries, consolidated Subsidiaries as of the respective dates and for the respective periods indicated; and (iv) the unaudited pro forma financial information and related notes and supporting schedules of the Company and the related notes thereto included Subsidiaries contained in the Time of Sale Document and the Final Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. All other financial, statistical and market and industry data and forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Time of Sale Document and the Final Offering Memorandum are fairly and accurately presented, are based on or derived from sources that the Company believes to be reliable and accurate and are presented on a reasonable basis.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company Company, its subsidiary and its Subsidiaries UNI, or the companies acquired by the Company, as the case may be, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Selected Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated , "Selected Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma combined financial data of the Company and its Subsidiaries, information and the related notes thereto relating to the proposed business combination between the Company and UNI included in under the Offering Memorandum present caption "Unaudited Pro Forma Combined Financial Information" presents fairly in all material respects the information contained therein, have has been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements Financial Statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements Financial Statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical Actual and Pro Forma Financial Information", "Selected Consolidated Actual and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma consolidated financial data statements of the Company company and its Subsidiaries, subsidiaries and the related notes thereto included under the captions "Prospectus Summary - Summary Consolidated Actual and Pro Forma Financial Information", "Selected Consolidated Actual and Pro Forma Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described describes therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries Coffee People, Inc. and their subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma -- Died▇▇▇▇ ▇▇▇fee Financial and Operating Data", "Summary -- Coffee People Financial Data", "Died▇▇▇▇ ▇▇▇fee Selected Financial Data," "Unaudited Pro Forma Condensed Consolidated Coffee People Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma combined condensed financial data statements of the Company and its SubsidiariesCoffee People, Inc. and their subsidiaries and the related notes thereto included under the caption "Summary -- Summary Unaudited Pro Forma Combined Condensed Financial Information," "Summary -- Coffee People Financial Data," Unaudited Pro Forma Combined Condensed Financial Information" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries of Hormos as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The Such financial statements included in the Offering Memorandum comply as to form with the applicable accounting requirements of the Securities Act. Such financial statements Act and the Exchange Act and have been prepared in conformity with the applicable generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in each of the Offering Memorandum preliminary prospectus and the Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed , "Selected Consolidated Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data statements of the Company and its Subsidiaries, and the related notes thereto included in each of the Offering Memorandum preliminary prospectus and the Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein.

Preparation of the Financial Statements. The consolidated financial statements filed with the Commission as a part of the Company, together with the related notes, Registration Statement and included in the Offering Memorandum Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The financial statements supporting schedules included in the Offering Memorandum comply as Registration Statement present fairly the information required to form with the applicable requirements of the Securities Actbe stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. [No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum Prospectus Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated , "Selected Financial StatementsData" and "Selected Historical Financial and Operating DataCapitalization" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Offering MemorandumRegistration Statement. The unaudited pro forma financial data statements of the Company and its Subsidiaries, and the related notes thereto included under the caption "Prospectus Summary--Summary Financial Data", "Selected Financial Data" and elsewhere in the Offering Memorandum Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S- X.

Preparation of the Financial Statements. The consolidated financial statements of the Companystatements, together with the related schedules and notes, included in or incorporated by reference into the Offering Memorandum Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements in all material respects have been prepared in conformity with generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto or in the Preliminary Prospectus and the Prospectus. [The financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum Prospectus under the captions "Offering Memorandum “Summary--—Summary Consolidated Historical Financial Data of OMH and Pro Forma its Subsidiaries,” “Summary—Summary Consolidated Historical Financial Data of SFC and Operating Dataits Subsidiaries," "” “Unaudited Pro Forma Condensed Consolidated Financial Statements" Information of OMH and "Selected Historical its Subsidiaries” and “Unaudited Pro Forma Condensed Consolidated Financial Information of SFC and Operating Data" its Subsidiaries” and set forth in Parent’s Current Report on Form 8-K/A filed with the Commission on January 29, 2016 (incorporating by reference Exhibit 99.2 to Parent’s Current Report on Form 8-K filed with the Commission on April 27, 2015) and each of Parent and the Company’s Current Report on Form 8-K filed with the Commission on April 1, 2016, each incorporated by reference in the Prospectus, fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in the Offering MemorandumProspectus are based on or derived from sources that the Company and its consolidated subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The unaudited pro forma condensed consolidated financial data statements of the Company and its Subsidiaries, subsidiaries and the related notes thereto included and incorporated by reference in each of the Offering Memorandum Preliminary Prospectus, the Prospectus and the Registration Statement present fairly in all material respects the information contained 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 presented on the bases basis described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.