Common use of Preparation of the Financial Statements Clause in Contracts

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto, incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information No other financial statements are required to be stated included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein as and have been compiled on a basis consistent with that of the dates indicatedaudited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of each of the Company Transaction Entities and its consolidated their subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and The supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein. Such financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required under applicable law or the rules and regulations of the Commission to be included or incorporated by reference in the Registration Statement and the Prospectus. The supporting schedules, if any, present selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement and the Prospectus fairly in all material respects in accordance with GAAP presents the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in, or incorporated by reference in, the Registration Statement and the Prospectus. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus, if any, Prospectus present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in into the Registration Statement or the Prospectus, . Each of the Transaction Entities’ ratios of earnings to fixed charges set forth or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by in the rules Prospectus and regulations of in Exhibit 12 to the CommissionRegistration Statement have been calculated in compliance with Item 503(d) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in to the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of their operations, shareholdersstockholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedulesschedules incorporated by reference in the Registration Statement, if any, the Preliminary Prospectus and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein as and have been compiled on a basis consistent with that of the dates indicatedaudited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement or Statement, the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, together with Disclosure Package or the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries and of the Operating Partnership and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their respective operations and the changes in their respective cash flows for the periods specified. Such The financial statements of any other properties, businesses or entities (including, as applicable, combined or consolidated financial statements) and the related notes thereto that may be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus after the date of this Agreement will present fairly in all material respects the financial position and results of operations and cash flows at the dates and for the periods indicated. The financial information of any other properties, businesses or entities (including, as applicable, combined or consolidated financial information) and the related notes thereto that may be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus after the date of this Agreement will present fairly in all material respects the financial information shown therein at the dates and for the periods indicated. The supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and the Prospectus supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and have been prepared in conformity with generally accepted accounting principles in the United 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 or incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus. The supporting schedulesfinancial data under the captions or sub-captions, if anyas the case may be, present fairly “Selected Financial Data” contained in all material respects documents incorporated by reference in the Prospectus is presented in accordance with GAAP Item 301 of Regulation S-K and derived from the information required to be stated therein Company’s and the Operating Partnership’s audited and unaudited, as of applicable, financial statements contained or incorporated by reference in the dates indicatedRegistration Statement or included in annual reports on Form 10-K, quarterly reports on Form 10-Q and, if applicable, current reports on Form 8-K (in each case including any amendments thereto) filed by the Company and, if applicable, the Operating Partnership with the Commission. The Any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, if any, Disclosure Package or the Prospectus fairly present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or ; and any pro forma financial statements or supporting schedules are required to be information included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicablehas been derived therefrom. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable theretothereto in all material respects.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, included in or incorporated by reference into the 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 consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“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 supporting schedulesfinancial data set forth in the Prospectus under the captions “Summary—Summary Consolidated Historical Financial Data of OMH and its Subsidiaries” and “Summary—Summary Consolidated Historical Financial Data of SFC and its Subsidiaries” fairly present the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in or incorporated by reference into the Prospectus 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 pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in each of the Preliminary Prospectus, if any, the Prospectus and the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Statement, the Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, together with Disclosure Package or the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries and of the Operating Partnership and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their respective operations and the changes in their respective cash flows for the periods specified. Such financial statements and The supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and the Prospectus supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and have been prepared in conformity with generally accepted accounting principles in the United 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 or incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus. The supporting schedulesfinancial data under the captions or sub-captions, if anyas the case may be, present fairly “Selected Financial Data” (or under any similar captions or sub-captions) contained in all material respects documents incorporated by reference in the Prospectus is presented in accordance with GAAP Item 301 of Regulation S-K and derived from the information required to be stated therein Company’s and the Operating Partnership’s audited and unaudited, as of applicable, financial statements contained or incorporated by reference in the dates indicatedRegistration Statement or included in annual reports on Form 10-K, quarterly reports on Form 10-Q and, if applicable, current reports on Form 8-K (in each case including any amendments thereto) filed by the Company and, if applicable, the Operating Partnership with the Commission. The Any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, if any, Disclosure Package or the Prospectus fairly present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or ; and any pro forma financial statements or supporting schedules are required to be information included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicablehas been derived therefrom. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable theretothereto in all material respects.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries (including, without limitation, the Operating Partnership), as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information schedules are required to be stated included in the Registration Statement or the Prospectus. Any historical financial data set forth in the Prospectus fairly presents the information set forth therein as on a basis consistent with that of the dates indicated. The pro forma audited financial statements and the related notes thereto included contained in the Registration Statement and the Prospectus, if any, . Any pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto set forth in the Prospectus and in the Registration Statement present fairly the information shown contained therein, have been prepared in all material respects 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included No person who has been suspended or incorporated 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 reference thereinthe Public Company Accounting Oversight Board (including the rules and regulations promulgated by such entity, no historical the “PCAOB”), has participated in or pro forma otherwise aided in the preparation of, or audited, the financial statements or statements, supporting schedules are required to be included or incorporated by reference in other financial data filed with the Commission as a part of the Registration Statement or and included in the Prospectus under (it being agreed that the Securities Actforegoing representation is made only to the Company’s knowledge with respect to any person that is not a director, officer or employee of the Company or any of its subsidiaries). All disclosures contained in the Registration Statement Statement, the Prospectus or the Prospectusany Prospectus Supplement, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with General Disclosure Package and the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of each of the Company Transaction Entities and its consolidated their subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and The supporting schedules included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information required to be stated therein. Such financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities 1933 Act and have been prepared in conformity with generally accepted accounting principles in the United 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 under applicable law or the rules and regulations of the Commission to be included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The supporting schedulesselected historical operating and financial data set forth in or incorporated by reference in the Registration Statement, if any, present the General Disclosure Package and the Prospectus fairly in all material respects in accordance with GAAP presents the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in, or incorporated by reference in, the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in into the Registration Statement Statement, General Disclosure Package or Prospectus. Each of the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, Transaction Entities’ ratios of earnings to fixed charges set forth or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by in the rules General Disclosure Package and regulations of the CommissionProspectus and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in to the Registration Statement Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of each of the Company Transaction Entities and its consolidated their subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and The supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein. Such financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required under applicable law or the rules and regulations of the Commission to be included or incorporated by reference in the Registration Statement and the Prospectus. The supporting schedules, if any, present selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement and the Prospectus fairly in all material respects in accordance with GAAP presents the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in, or incorporated by reference in, the Registration Statement and the Prospectus. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus, if any, Prospectus present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in into the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in to the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements included or of the Company, together with related notes and schedules as incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position and the results of operations and cash flows of the Company and its consolidated subsidiaries as of and subsidiaries, at the indicated dates indicated and the statement of operations, shareholders’ equity and cash flows for the indicated periods specified(subject, in the case of unaudited statements, to normal year-end audit adjustments). Such financial statements and supporting related schedules have been prepared in accordance with U.S. generally accepted principles of accounting, as in effect at the time of filing, consistently applied throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made (subject (i) to such adjustments to accounting standards and practices as are noted therein, and (ii) in the case of unaudited interim statements, to (A) normal recurring adjustments (B) the exclusion of financial statement footnotes, and (C) the information being presented in a condensed or summary manner). The summary financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have therein and such data has been prepared in all material respects in accordance compiled on a basis consistent with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, presented therein and the assumptions used in books and records of the preparation thereof are reasonable Company. The statistical, industry-related and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be market-related information included or incorporated by reference in the Registration Statement or and the Prospectus under are based on or derived from sources which the Securities ActCompany reasonably and in good faith believes are reliable and accurate and the Company has obtained the written consent to the use of such data from such sources to the extent required. The other financial data set forth or incorporated by reference in the Registration Statement and the Prospectus is accurately presented in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company. The Company and its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification Paragraph 000-00-00-00), not disclosed in the Registration Statement and the Prospectus which are required to be disclosed in the Registration Statement and the Prospectus. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding Prospectus that contain “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G of under the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included filed with the Commission as a part of or incorporated by reference in the Registration Statement and included in the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position and the results of operations and changes in financial position of the Company and its consolidated subsidiaries as of and Subsidiaries at the respective dates indicated and the statement of operations, shareholders’ equity and cash flows or for the respective periods therein specified. Such financial statements and The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and related notes have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated set forth in the related notes thereto, and provided that the unaudited financial statements are subject to normal year end and audit adjustments and may not contain certain footnotes as permitted by the applicable rules of the Commission. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information schedules are required to be stated therein as of included in or incorporated in the dates indicatedRegistration Statement. The pro forma financial statements and statements, together with the related notes thereto notes, included in the Registration Statement and the Prospectus, if any, Prospectus comply in all material respects with Regulation S-X. The pro forma and any pro forma as adjusted financial information and the related notes included or incorporated by reference in the Registration Statement and Prospectus have been properly compiled and prepared in accordance with the applicable requirements of Rule 11-02 of Regulation S-X and present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as The summary and selected financial data included or incorporated by reference therein, no historical or pro forma in the Prospectus fairly present in all material respects the information shown therein as at the respective dates and for the respective periods specified and are derived from the consolidated financial statements filed with the Commission as a part of or supporting schedules are required to be included or incorporated by reference in the Registration Statement or and the Prospectus under the Securities Actand other financial information. All disclosures information contained in the Registration Statement or and the Prospectus, or incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commissionin Regulation G) comply complies in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities ActK, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, 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 the statement of operations, shareholdersstockholders’ equity and cash flows of the Company for the periods specified. Such ; said financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, 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 supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma selected financial statements data and the related notes thereto summary financial information included in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, if any, Prospectus present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements therein and have been properly compiled on a basis consistent with that of the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to audited financial statements included therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement Act or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 included in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents present the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto. The financial data set forth under the captions “Summary Financial Data”, “Selected Financial Data,” “Capitalization,” “Dilution,” and elsewhere in the Registration Statement and each Applicable Prospectus, and incorporated by reference therein fairly present the information set forth therein on a basis materially consistent with that of the audited financial statements contained in the Registration Statement and each Applicable Prospectus.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, together with the related schedules Time of Sale Prospectus and notes, the Prospectus present fairly in all material respects the consolidated (A) financial position of the Company and its subsidiaries (including, without limitation, the Operating Partnership), (B) the consolidated financial position of ARC Income Properties, LLC and its subsidiaries and (C) the consolidated financial position of ARC Income Properties III, LLC and its subsidiary, as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information schedules are required to be stated included in the Registration Statement or any Applicable Prospectus. The historical financial data set forth in each Applicable Prospectus under the caption “Prospectus Summary—Summary Selected Financial Data,” under the caption “Capitalization,” and under the caption “Selected Financial Data” fairly present the information set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement and each Applicable Prospectus. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption “Prospectus Summary—Summary Selected Financial Data,” under the caption “Capitalization,” and under the caption “Selected Financial Data” and elsewhere in the Prospectus and in the Registration Statement and the Prospectus, if any, present fairly the information shown contained therein, have been prepared in all material respects 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included No person who has been suspended or incorporated 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 reference thereinthe PCAOB, no historical has participated in or pro forma otherwise aided the preparation of, or audited, the financial statements or statements, supporting schedules are required to be included or incorporated by reference in other financial data filed with the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (Commission as such term is defined by the rules and regulations a part of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and included in any Applicable Prospectus (it being agreed that the Prospectus fairly presents foregoing representation is made only to the information called for in all material respects and has been prepared in accordance Company’s knowledge with respect to any person that is not a director, officer or employee of the Commission's rules and guidelines applicable theretoCompany or any of its subsidiaries).

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, included in or incorporated by reference into the 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 consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“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 supporting schedulesfinancial data set forth in the Prospectus under the captions “Summary—Summary Consolidated Historical Financial Data of OMH and its Subsidiaries” and “Summary—Summary Consolidated Historical Financial Data of SFC and its Subsidiaries” fairly present the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in or incorporated by reference into the Prospectus 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 pro forma condensed consolidated financial statements of (i) the Company and its subsidiaries and (ii) the Guarantor and its subsidiaries and the related notes thereto included or incorporated by reference, if anyin each case, in each of the Preliminary Prospectus, the Prospectus and the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Statement, the Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information No other financial statements are required to be stated included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein as and have been compiled on a basis consistent with that of the dates indicatedaudited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto is included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, included in or incorporated by reference into the 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 consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“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 supporting schedulesfinancial data set forth in the Prospectus under the captions “Summary—Summary Consolidated Historical Financial Data of OMH and its Subsidiaries” and “Summary—Summary Consolidated Historical Financial Data of OMFC and its Subsidiaries” fairly present the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in or incorporated by reference into the Prospectus 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 pro forma condensed consolidated financial statements of (i) the Company and its subsidiaries and (ii) the Guarantor and its subsidiaries and the related notes thereto included or incorporated by reference, if anyin each case, in each of the Preliminary Prospectus, the Prospectus and the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Statement, the Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, together with Disclosure Package or the related schedules and notes, Prospectus present fairly in all material respects fairly: (i) the consolidated financial position of the Company and its subsidiaries and of the Operating Partnership and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their respective operations and the changes in their respective cash flows for the periods specified; and (ii) the revenues and certain expenses of 000 Xxxxxx Xxxxxx (“000 Xxxxxx Xxxxxx”) in San Francisco, California for the periods specified. Such The financial statements of any other properties, businesses or entities (including, as applicable, combined or consolidated financial statements) and the related notes thereto that may be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus after the date of this Agreement will present fairly the financial position and results of operations and cash flows at the dates and for the periods indicated. The financial information of any other properties, businesses or entities (including, as applicable, combined or consolidated financial information) and the related notes thereto that may be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus after the date of this Agreement will present fairly the financial information shown therein at the dates and for the periods indicated. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and the Prospectus supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and have been prepared in conformity with generally accepted accounting principles in the United 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 or incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus. The supporting schedulesfinancial data under the captions or sub-captions, if anyas the case may be, present fairly “Selected Financial Data” contained in all material respects documents incorporated by reference in the Prospectus is presented in accordance with GAAP Item 301 of Regulation S-K and derived from the information required to be stated therein Company’s and the Operating Partnership’s audited and unaudited, as of applicable, financial statements contained or incorporated by reference in the dates indicatedRegistration Statement or included in annual reports on Form 10-K, quarterly reports on Form 10-Q and, if applicable, current reports on Form 8-K filed by the Company and, if applicable, the Operating Partnership with the Commission. The Any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, if any, Disclosure Package or the Prospectus (including the pro forma consolidated financial statements of the Company relating to the acquisition of 000 Xxxxxx Xxxxxx) fairly present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or ; and any pro forma financial statements or supporting schedules are required to be information included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretoderived therefrom.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved or the International Financial Reporting Standard, as applicable, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance in all material respects with the Commission's ’s rules and guidelines applicable thereto. Any pro forma financial statements included in the Preliminary Prospectus and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Preliminary Prospectus and the Prospectus. Any pro forma financial statements for any period included in the Preliminary Prospectus and the Prospectus comply as to form in all material respects with the applicable requirements of Regulation S-X under the Securities Act. No other financial statements are required to be included in the Registration Statement.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and Any supporting schedules included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus comply as present fairly the information required to form in all material respects with the applicable accounting requirements of the Securities Act be stated therein. Such financial statements and supporting schedules have been prepared in conformity with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and are in compliance with Regulation S-X promulgated under the Securities Act. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included amounts incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are accurately computed, fairly present the information shown therein and have been determined on a basis consistent with the financial statements incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma No other financial statements or supporting schedules are required under applicable law or the rules and regulations of the Commission to be included or incorporated by reference in the Registration Statement or Statement, the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or General Disclosure Package and the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive financial data in eXtensible Business Reporting Language set forth or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus under the captions “Capitalization” and “Selected Financial Data” fairly presents present the information called for set forth therein on a basis consistent with that of the financial statements contained or incorporated by reference in all material respects the Registration Statement, the General Disclosure Package and has been prepared the Prospectus when read in accordance conjunction with the Commission's rules and guidelines applicable theretotextual information included in those sections.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved or International Financial Reporting Standard, as applicable, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance in all material respects with the Commission's ’s rules and guidelines applicable thereto. Any pro forma financial statements included in the Preliminary Prospectus and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Preliminary Prospectus and the Prospectus. Any pro forma financial statements for any period included in the Preliminary Prospectus and the Prospectus comply as to form in all material respects with the applicable requirements of Regulation S-X under the Securities Act. No other financial statements are required to be included in the Registration Statement.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, together with the related schedules and notes, Prospectus 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 the statement results of operations, shareholders’ equity 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. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States States, (“"U.S. GAAP”") applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information schedules are required to be stated included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Summary-Summary Consolidated Financial Data," "Selected Consolidated Financial Data" and "Capitalization" fairly present the information set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement other than the absence of footnotes. The pro forma financial statements and pro forma as adjusted consolidated balance sheet data of the Company and its subsidiaries and the related notes thereto included under the caption "Summary--Summary Consolidated Financial Data," "Selected Consolidated Financial Data" and elsewhere in the Prospectus and in the Registration Statement and the Prospectus, if any, present fairly the information shown 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or No other pro forma financial statements or supporting schedules are information is required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of pursuant to 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.X.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of their operations, shareholdersstockholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedulesschedules incorporated by reference in the Registration Statement, if any, the Preliminary Prospectus and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. No other financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly the information shown therein as and have been compiled on a basis consistent with that of the dates indicatedaudited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements of the Company and its subsidiaries included or and incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Applicable Prospectuses 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 the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedulesfinancial statements of Care Capital Properties, if anyInc. (“CCP”) and its subsidiaries filed by the Company on Form 8-K/A included and incorporated by reference in the Registration Statement and the Applicable Prospectuses, to the knowledge of the Company, present fairly the consolidated financial position of CCP and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. To the knowledge of the Company, such financial statements of CCP have been prepared in all material respects conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in accordance with GAAP the information related notes thereto. No other financial statements or supporting schedules of the Company and its subsidiaries are required to be stated included or incorporated by reference in the Registration Statement or any Applicable Prospectus. The financial data set forth in each Applicable Prospectus under the column labeled “Actual” under the caption “Capitalization” fairly present the information set forth therein as of the dates indicateddate referenced therein on a basis consistent with that of the financial statements of the Company and its subsidiaries incorporated by reference in the Registration Statement and each Applicable Prospectus. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus, if any, Applicable Prospectuses present fairly the information shown contained therein, have been prepared in all material respects 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, any Applicable Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the or any Applicable Prospectus fairly presents the required information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

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

Preparation of the Financial Statements. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus, the Time of Sale Information and the Prospectus, together with the related schedules Prospectus (and notes, any amendment or supplement thereto) present fairly in all material respects the consolidated financial position condition and results of operations of the Company and its consolidated subsidiaries as of and entities purported to be shown thereby on the basis stated therein, at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act indicated, and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the summary historical financial and operating information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included set forth or incorporated by reference in the Registration Statement or Statement, the Preliminary Prospectus, the Time of Sale Information and the Prospectus under (and any amendment or supplement thereto) is presented fairly in all material respects and prepared on a basis consistent with the Securities Actaudited and unaudited historical financial statements from which it has been derived. All disclosures The other financial and statistical data contained in the Registration Statement or the Prospectus, or incorporated by reference thereinin the Registration Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus (and any amendment or supplement thereto) are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company and its Subsidiaries. The Copano Parties do not have any (i) off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K under the Exchange Act, or (ii) other liabilities or obligations, direct or contingent, that are material to the Company and its Subsidiaries taken as a whole that are not described in the Registration Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus, the Time of Sale Information or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements of the Company, together with the related schedules and notes thereto, included or incorporated by reference in the Registration Statement Statement, Prospectus Supplement and the ProspectusProspectus (the “Financial Statements”), together comply in all material respects with the related schedules applicable requirements of the Securities Act and notesthe Exchange Act, as applicable, and present fairly in all material respects (i) the consolidated financial position condition of the Company and its consolidated subsidiaries as of and at the dates indicated and (ii) the statement consolidated results of operations, shareholdersstockholders’ equity and changes in cash flows of the Company for the periods therein specified. Such ; and such financial statements and supporting related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles, consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the case of unaudited financial statements, to the absence of footnotes and normal year-end adjustments) and in accordance with the requirements of Regulation S-X. The financial data set forth under the captions “Summary Historical Financial Data” and “Selected Financial Data” included or incorporated by reference in the Registration Statement Statement, Prospectus Supplement and the Prospectus comply as to form in all material respects has been prepared on a basis consistent with the applicable accounting requirements that of the Securities Act Financial Statements and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein financial position and results of operations of the Company as of the respective dates and for the respective periods indicated. The pro forma There are no other financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no (historical or pro forma financial statements or supporting schedules are forma) that would be required to be included or incorporated by reference in the Registration Statement or Statement, Prospectus Supplement and the Prospectus under the Securities Act. All Prospectus; and all disclosures contained in the Registration Statement or Statement, Prospectus Supplement and the Prospectus, or incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 10(e) of Regulation S-K of under the Securities Act, to the extent applicable, and present fairly the information shown therein and the Company’s basis for using such measures. The interactive data in eXtensible Business Reporting Language incorporated by reference No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in the Registration Statement Statement, Prospectus Supplement and the Prospectus fairly presents the information called for in all material respects and has been prepared made or reaffirmed without a reasonable basis or has been disclosed in accordance with the Commission's rules and guidelines applicable theretoother than good faith.

Preparation of the Financial Statements. The financial statements included filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with Disclosure Package and the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries subsidiaries, as the case may be, as of and at the dates indicated and the statement results of their respective operations, shareholders’ equity comprehensive income and cash flows for the periods specified. Such financial statements and The supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, financial data included or incorporated by reference in the preliminary prospectus and the Prospectus under the caption “Capitalization” fairly present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and the related notes thereto its subsidiaries included in the Registration Statement or incorporated by reference in the preliminary prospectus, the Prospectus and the Prospectus, if any, Registration Statement present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the any pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereintherein and any such pro forma adjustments have been properly applied to the historical amounts in the computation or compilation of such pro forma financial statements. Except as included All of the disclosures contained in or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in into the preliminary prospectus and the Prospectus and the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language No other financial statements (pro forma or otherwise) or supporting schedules are required to be included or incorporated by reference in the Registration Statement and or the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretopreliminary prospectus or prospectus.

Preparation of the Financial Statements. The Each of the historical financial statements included or incorporated by reference in statements, including the notes thereto and supporting schedules, if any, of the Company, respectively, filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, together with presents fairly the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries information provided as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specifiedindicated. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Securities Act Regulations and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be expressly stated material in the related notes thereto. The aggregate and do not contain all footnotes required by GAAP); and any supporting schedules, if any, schedules included as part of the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein as therein. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. Each item of historical financial data relating to the operations, assets or liabilities of the dates indicatedCompany set forth in summary form in each of the preliminary prospectuses and the Prospectus fairly presents such information on a basis consistent with that of the complete financial statements contained in the Registration Statement. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial statements information and the related notes thereto notes, if any, included in the Registration Statement Statement, the Disclosure Package and the Prospectus, if any, present fairly the information shown therein, Prospectus have been properly compiled and prepared in all material respects in accordance with the Commission’s rules applicable requirements of the Securities Act and guidelines with respect to pro forma financial statements the Securities Act Regulations and have been properly compiled on present fairly the bases described information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Each of the Registration Statement, the Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference disclosed in the Registration Statement or Statement, the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries identified on Schedule E hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has incurred any material liabilities or incorporated by reference thereinobligations, regarding “non-GAAP financial measures” direct or contingent, or entered into any material transactions other than in the ordinary course of business, (as such term is defined by b) the rules and regulations Company has not declared or paid any dividends or made any distribution of any kind with respect to its Ordinary Shares, (c) there has not been any change in the capital of the CommissionCompany or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) comply there has not been any Material Adverse Change in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation SCompany’s long-K of the Securities Act, to the extent applicableterm or short-term debt. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and Company represents that it has been prepared in accordance with the Commission's rules and guidelines applicable theretono direct or indirect subsidiaries other than those identified on Schedule E hereto.

Preparation of the Financial Statements. The financial statements of the Company (including all notes and schedules thereto) included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; and such financial statements and supporting related schedules included and notes thereto, and the unaudited financial information filed with the Commission or incorporated by reference in as part of the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and Statement, have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) ), consistently applied on a consistent basis throughout the periods involved, except otherwise as may be expressly stated noted therein. The summary and selected financial data included or incorporated by reference in the related notes thereto. The supporting schedules, if any, Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated shown therein as of at the respective dates indicatedand for the respective periods specified and have been presented on a basis consistent with the consolidated financial statements set forth in the Registration Statement and Prospectus. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus, if any, Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with Disclosure Package and the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of each of the Company Transaction Entities and its consolidated subsidiaries subsidiaries, as the case may be, as of and at the dates indicated and the statement results of their respective operations, shareholders’ equity comprehensive income and cash flows for the periods specified. Such financial statements and The supporting schedules of the Transaction Entities and their respective subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, financial data included or incorporated by reference in the preliminary prospectus and the Prospectus under the caption “Capitalization” fairly present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement. The Any pro forma consolidated financial statements of the Company and the related notes thereto its subsidiaries included in the Registration Statement or incorporated by reference in the preliminary prospectus, the Prospectus and the Prospectus, if any, Registration Statement present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the any pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereintherein and any such pro forma adjustments have been properly applied to the historical amounts in the computation or compilation of such pro forma financial statements. Except as included All of the disclosures contained in or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in into the preliminary prospectus and the Prospectus and the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. Except as addressed in paragraph (bbb) of this section, 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. The interactive data in the eXtensible Business Reporting Language incorporated by reference in to the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has in all material respects been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The Each of the historical financial statements included or incorporated by reference in statements, including the notes thereto and supporting schedules, if any, of the Company, respectively, filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, together with presents fairly the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries information provided as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specifiedindicated. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Securities Act Regulations and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be expressly stated material in the related notes thereto. The aggregate and do not contain all footnotes required by GAAP); and any supporting schedules, if any, schedules included as part of the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein as therein. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. Each item of historical financial data relating to the operations, assets or liabilities of the dates indicatedCompany set forth in summary form in each of the preliminary prospectuses and the Prospectus fairly presents such information on a basis consistent with that of the complete financial statements contained in the Registration Statement. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial statements information and the related notes thereto notes, if any, included in the Registration Statement Statement, the Disclosure Package and the Prospectus, if any, present fairly the information shown therein, Prospectus have been properly compiled and prepared in all material respects in accordance with the Commission’s rules applicable requirements of the Securities Act and guidelines with respect to pro forma financial statements the Securities Act Regulations and have been properly compiled on present fairly the bases described information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement Statement, the Disclosure Package or the Prospectus, or incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) ), if any, comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data Each of the Registration Statement, the Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in eXtensible Business Reporting Language incorporated by reference financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents Prospectus, (a) neither the information called for Company nor any of its direct and indirect subsidiaries identified on Schedule 5 hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in all material respects the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its Ordinary Shares or preferred shares (c) there has not been any change in the capital of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any share compensation plan, and (d) there has not been prepared any Material Adverse Change in accordance with the Commission's rules and guidelines applicable theretoCompany’s long-term or short-term debt. The Company represents that it has no direct or indirect subsidiaries other than those identified on Schedule 5 hereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, included in or incorporated by reference into the 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 consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“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 supporting schedulesfinancial data set forth in the Prospectus under the captions “Summary–Summary Consolidated Historical Financial Data of OMH and its Subsidiaries,” “Summary–Summary Consolidated Historical Financial Data of SFC and its Subsidiaries,” fairly present the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in the Prospectus 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 pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in each of the Preliminary Prospectus, if any, the Prospectus and the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Statement, the Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements included of the Company and its consolidated subsidiaries, together with the related schedules and notes, filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects as to form with the applicable accounting requirements of the Securities Act Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) ), applied on a consistent basis throughout the periods involved, except as may be expressly otherwise stated therein or in the related notes thereto. The supporting schedules, if any, financial data set forth in the Preliminary Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Financial Data” and “Capitalization” fairly present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement. The pro forma financial statements statistical and the market-related notes thereto data included in the Registration Statement Pricing Disclosure Package and the ProspectusProspectus are based on, if anyor derived from, present fairly sources that the information shown therein, have been prepared Company believes to be reliable in all material respects and any forward looking statements included in the Pricing Disclosure Package and the Prospectus represent the Company’s good faith estimates and assumptions. The Company’s ratios of earnings to fixed charges, set forth in each of the Preliminary Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Financial Data” 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 Report- ing Language included or incorporated by reference in the Registration Statement, the Pricing 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 with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the ProspectusOffering Memorandum, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and entities to which they relate at the dates indicated and the statement of operationsincome, shareholdersstockholders’ equity and cash flows of the entities to which they relate for the periods specified. Such ; said financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, to said financial statements present fairly in all material respects in accordance with GAAP the information required to be stated therein. The summary financial information included in the Offering Memorandum present fairly the information shown therein as and have been compiled on a basis consistent with that of the dates indicatedapplicable audited financial statements included therein. The unaudited pro forma condensed consolidated financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus, if any, Offering Memorandum present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference thereinin the Offering Memorandum, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or Offering Memorandum if the Prospectus Offering Memorandum was a registration statement on Form S-1 under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference thereinOffering Memorandum, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, together with Disclosure Package and the related schedules and notes, Prospectus (the “Financial Statements”) present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specifiedspecified on the basis stated therein. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus Financial Statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information schedules are required to be stated therein as included. The financial data set forth in each of the dates indicatedpreliminary prospectus and the Prospectus under the captions “Summary—Summary Historical and Pro Forma As Adjusted Financial and Operating Data”, “Selected Historical and Financial and Operating Data”, “Dilution” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its Subsidiaries and the related notes thereto included in each of the preliminary prospectus and the Prospectus in the Registration Statement and the Prospectus, if any, present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. (i) The audited consolidated financial statements included or for the fiscal years ended December 31, 2019, 2018 and 2017 of the Parent Guarantor and Prologis, together with the related notes thereto and related schedules incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its Parent Guarantor, or the consolidated subsidiaries financial position of Prologis, as applicable, as of and at the dates indicated and the statement results of operations, shareholders’ equity their respective operations and cash flows for the periods specified. Such financial statements and supporting related schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, summary financial information included in the Preliminary Prospectus and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated shown therein as and have been compiled on a basis consistent with that of the dates indicatedaudited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, the pro forma condensed combined financial statements of Prologis and the Parent Guarantor and the related notes thereto included incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the ProspectusProspectus present fairly, if anyin all material respects, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference thereinset forth in clause (ii) below, no historical or pro forma other financial statements or supporting schedules are required to be included or 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 or Statement, the Preliminary Prospectus under the Securities Act. All disclosures contained in the Registration Statement or and the Prospectus, present fairly the consolidated financial position of LPT, or incorporated by reference thereinthe consolidated financial position of Liberty, regarding “non-GAAP financial measures” (as such term is defined by applicable, as of and at the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement dates indicated and the Prospectus fairly presents results of their respective operations and cash flows for the information called for in all material respects periods specified. Such financial statements and has related schedules have been prepared in accordance conformity with generally accepted accounting principles as applied in the Commission's rules United States and guidelines applicable 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 included of the Company and its consolidated subsidiaries, together with the related schedules and notes, filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with Pricing Disclosure Package and the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects as to form with the applicable accounting requirements of the Securities Act Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly otherwise stated therein or in the related notes thereto. The supporting schedules, if any, financial data set forth in the Prelimi- nary Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Financial Data” and “Capitalization” fairly present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement. The pro forma financial statements statistical and the market-related notes thereto data included in the Registration Statement Pricing Disclosure Package and the Prospectus, if any, present fairly Prospectus are based on or derived from sources that the information shown therein, have been prepared Company believes to be reliable in all material respects and any forward looking statements included in the Pricing Disclosure Package and the Prospectus represent the Company’s good faith estimates and assumptions. The Company’s ratios of earnings to fixed charges set forth in each of the Preliminary Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Financial Data” 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 Pricing 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 with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements of the Company and its subsidiaries included or and incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles GAAP (as defined in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedSection 22(b)), except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP schedules of the information Company and its subsidiaries are required to be stated therein as of included or incorporated by reference in the dates indicatedRegistration Statement or the Prospectus. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Prospectus and in the Registration Statement and the Prospectus, if any, present fairly the information shown contained therein, have been prepared in all material respects 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Prospectus and the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the required information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included of the Company filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with Disclosure Package and the related schedules and notes, Prospectus 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 the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and The supporting schedules of the Company included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and the Prospectus supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedulesschedules of the Company are required to be included or incorporated by reference in the Registration Statement. To the knowledge of the Company, if any, the financial statements of ANS filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly the consolidated financial position of ANS and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. To the knowledge of the Company, the supporting schedules of ANS included or incorporated by reference in all material respects in accordance with GAAP the Registration Statement present fairly the information required to be stated therein as therein. To the knowledge of the dates indicatedCompany, such financial statements and supporting schedules of ANS comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules of ANS are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in each of the Statutory Prospectus and the Prospectus under the caption “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma combined financial statements of the Company and its subsidiaries and the related notes thereto included incorporated by reference in each of the Statutory Prospectus, the Prospectus and the Registration Statement and the Prospectus, if any, present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules notes and notesschedules, present fairly to be included in the Prospectus and in the Registration Statement fairly, in all material respects respects, present the consolidated financial position and the results of operations and changes in financial position of the Company and its consolidated subsidiaries as of and at the respective dates indicated and the statement of operations, shareholders’ equity and cash flows or for the respective periods therein specified. Such financial statements and supporting related notes and schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity accordance with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved except as may be expressly stated set forth in the related notes theretoto be included in the Registration Statement and Prospectus. The supporting schedulesfinancial statements, if any, present fairly in all material respects in accordance together with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto and schedules, to be included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared Prospectus comply in all material respects with Regulation S-X. No other financial statements or supporting schedules or exhibits are required by Regulation S-X to be described or included in the Registration Statement or the Prospectus. The pro forma and pro forma as adjusted financial information and the related notes included in the Registration Statement and the Prospectus have been properly compiled and prepared in accordance with the Commission’s rules applicable requirements of Rule 11-02 of Regulation S-X and guidelines with respect to pro forma financial statements and have been properly compiled on present fairly, in all material respects, the bases described information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma The summary and selected financial statements or supporting schedules are required data to be included or incorporated by reference in the Prospectus and the Registration Statement fairly present, in all material respects, the information shown therein as at the respective dates and for the respective periods specified and are derived from the audited financial statements to be set forth in the Registration Statement or and the Prospectus under the Securities Actand other financial information. All disclosures information contained in the Registration Statement or Statement, the Prospectus, or incorporated by reference therein, General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commissionin Regulation G) comply in all material respects complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities ActK, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, 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 consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, summary consolidated historical financial data set forth in the Offering Memorandum under the captions “Summary—Our Summary Consolidated Historical and Pro Forma Financial Information” and “Our Selected Consolidated Historical Financial Information” present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Offering Memorandum. The pro forma financial statements of the Partnership and its subsidiaries and the related notes thereto included in under the Registration Statement caption “Summary— Our Summary Consolidated Historical and the Prospectus, if any, Pro Forma Financial Information” and “Unaudited Pro Forma Consolidated Financial Information” present fairly the information shown therein, have been prepared in all material respects the information contained therein, and, for the year ended December 31, 2013 and the three-month period ended March 31, 2014, comply in accordance all material respects with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on applicable requirements of Regulation S-X under the bases described thereinSecurities Act, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as The statistical and market-related data and forward looking statements included in the Offering Memorandum are based on or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required derived from sources that the Partnership believes to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules reliable and regulations of the Commission) comply accurate in all material respects with Regulation G and represent their good faith estimates that are made on the basis of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicabledata derived from such sources. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Offering Memorandum and the Prospectus Pricing Disclosure Package fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission's SEC’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, together with Disclosure Package or the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries and of the Operating Partnership and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their respective operations and the changes in their respective cash flows for the periods specified. Such financial statements and The supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and the Prospectus supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and have been prepared in conformity with generally accepted accounting principles in the United 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 or incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus. The supporting schedulesfinancial data under the captions or sub-captions, if anyas the case may be, present fairly “Selected Financial Data” contained in all material respects documents incorporated by reference in the Prospectus is presented in accordance with GAAP Item 301 of Regulation S-K and derived from the information required to be stated therein Company’s and the Operating Partnership’s audited and unaudited, as of applicable, financial statements contained or incorporated by reference in the dates indicatedRegistration Statement or in annual reports on Form 10-K, quarterly reports on Form 10-Q and, if applicable, current reports on Form 8-K filed by the Company and, if applicable, the Operating Partnership with the Commission. The Any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, if any, Disclosure Package or the Prospectus fairly present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or ; and any pro forma financial statements or supporting schedules are required to be information included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicablehas been derived therefrom. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents in all material respects the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated historical financial statements of each of (i) the Parent and its consolidated subsidiaries and (ii) Diamond and its consolidated subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Offering Memorandum present fairly in all material respects the consolidated financial position of the Company Parent and its Diamond and their respective consolidated subsidiaries subsidiaries, as the case may be, as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared specified in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved (except as may be expressly otherwise stated therein). The historical financial data of the Parent and Diamond and their respective consolidated subsidiaries included or incorporated by reference in the related notes thereto. The supporting schedules, if any, Offering Memorandum under the captions “Summary—Summary Historical Consolidated Financial Information of HGV” and “Summary—Summary Historical Consolidated Financial Information of Diamond” present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Offering Memorandum. The pro forma condensed consolidated financial statements of the Parent and its subsidiaries and the related notes thereto included or incorporated by reference under the caption “Summary—Summary Pro Forma Financial Information,” “Unaudited Pro Forma Condensed Combined Financial Information of HGV and Diamond” and elsewhere in the Registration Statement and the Prospectus, if any, Offering Memorandum present fairly the information shown 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 in all material respects and have been properly compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be The statistical and market related data included or incorporated by reference in the Registration Statement Offering Memorandum are based on or derived from sources that the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules Parent and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act its subsidiaries believe to be reliable 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 and the Prospectus fairly presents the information called for accurate in all material respects and has been prepared in accordance with represent their good faith estimates that are made on the Commission's rules and guidelines applicable theretobasis of data derived from such sources.

Preparation of the Financial Statements. The Each of the historical financial statements included or incorporated by reference in statements, including the notes thereto and supporting schedules, if any, of the Company, respectively, filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, together with presents fairly the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries information provided as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specifiedindicated. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Securities Act Regulations and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be expressly stated material in the related notes thereto. The aggregate and do not contain all footnotes required by GAAP); and any supporting schedules, if any, schedules included as part of the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be expressly stated therein as therein. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. Each item of historical financial data relating to the operations, assets or liabilities of the dates indicatedCompany set forth in summary form in each of the preliminary prospectuses and the Prospectus fairly presents such information on a basis consistent with that of the complete financial statements contained in the Registration Statement. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial statements information and the related notes thereto notes, if any, included in the Registration Statement Statement, the Disclosure Package and the Prospectus, if any, present fairly the information shown therein, Prospectus have been properly compiled and prepared in all material respects in accordance with the Commission’s rules applicable requirements of the Securities Act and guidelines with respect to pro forma financial statements the Securities Act Regulations and have been properly compiled on present fairly the bases described information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement Statement, the Disclosure Package or the Prospectus, or incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) ), if any, comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data Each of the Registration Statement, the Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in eXtensible Business Reporting Language incorporated by reference financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents Prospectus, (a) neither the information called for Company nor any of its direct and indirect subsidiaries identified on Schedule E hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in all material respects the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its Ordinary Shares or preferred shares (c) there has not been any change in the capital of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been prepared any Material Adverse Change in accordance with the Commission's rules and guidelines applicable theretoCompany’s long-term or short-term debt. The Company represents that it has no direct or indirect subsidiaries other than those identified on Schedule E hereto.

Preparation of the Financial Statements. The financial statements of the Company and its subsidiaries included or and incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Applicable Prospectuses 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 the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP schedules of the information Company and its subsidiaries are required to be stated included or incorporated by reference in the Registration Statement or any Applicable Prospectus. The financial data set forth in each Applicable Prospectus under the column labeled “Actual” under the caption “Capitalization” fairly present the information set forth therein as of the dates indicateddate referenced therein on a basis consistent with that of the audited financial statements of the Company and its subsidiaries incorporated by reference in the Registration Statement and each Applicable Prospectus. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus, if any, Applicable Prospectuses present fairly the information shown contained therein, have been prepared in all material respects 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, any Applicable Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. 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 of the Company and its subsidiaries incorporated by reference in the Registration Statement and any Applicable Prospectus (it being agreed that the foregoing representation is made only to the Company’s knowledge with respect to any person who is not a director, officer or employee of the Company or any of its subsidiaries). The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the or any Applicable Prospectus fairly presents the required information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements and supporting schedules included or and incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries (or its applicable subsidiaries) as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, financial data set forth in the Offering Memorandum under the caption “Summary Consolidated Financial Information” fairly present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements included and incorporated by reference in the Offering Memorandum. The pro forma condensed financial statements of the Company and its subsidiaries and the related notes thereto included and incorporated by reference in the Registration Statement and the Prospectus, if any, Offering Memorandum present fairly the information shown 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference thereinTo the Company’s knowledge, no historical person who has been suspended or pro forma 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 or statements, supporting schedules are required to be or other financial data included or and incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretoOffering Memorandum.

Preparation of the Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, together with Disclosure Package or the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries and of the Operating Partnership and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their respective operations and the changes in their respective cash flows for the periods specified. Such financial statements and The supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and the Prospectus supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and have been prepared in conformity with generally accepted accounting principles in the United 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 or incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus. The supporting schedulesfinancial data under the captions or sub-captions, if anyas the case may be, present fairly “Selected Financial Data” contained in all material respects documents incorporated by reference in the Prospectus is presented in accordance with GAAP Item 301 of Regulation S-K and derived from the information required to be stated therein Company’s and the Operating Partnership’s audited and unaudited, as of applicable, financial statements contained or incorporated by reference in the dates indicatedRegistration Statement or in annual reports on Form 10-K, quarterly reports on Form 10-Q and, if applicable, current reports on Form 8-K filed by the Company and, if applicable, the Operating Partnership with the Commission. The Any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, if any, Disclosure Package or the Prospectus fairly present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or ; and any pro forma financial statements or supporting schedules are required to be information included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicablehas been derived therefrom. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, together with Disclosure Package or the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries and of the Operating Partnership and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their respective operations and the changes in their respective cash flows for the periods specified. Such financial statements and The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and the Prospectus supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and have been prepared in conformity with generally accepted accounting principles in the United 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 or incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus. The supporting schedulesfinancial data under the captions or sub-captions, if anyas the case may be, present fairly “Selected Financial Data” contained in all material respects documents incorporated by reference in the Prospectus is presented in accordance with GAAP Item 301 of Regulation S-K and derived from the information required to be stated therein Company’s and the Operating Partnership’s audited and unaudited, as of applicable, financial statements contained or incorporated by reference in the dates indicatedRegistration Statement or in annual reports on Form 10-K, quarterly reports on Form 10-Q and, if applicable, current reports on Form 8-K filed by the Company and, if applicable, the Operating Partnership with the Commission. The Any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, if any, Disclosure Package or the Prospectus fairly present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or ; and any pro forma financial statements or supporting schedules are required to be information included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicablehas been derived therefrom. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated historical financial statements of the Company and the related notes and schedules thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus present fairly, together with the related schedules and notes, present fairly in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of their operations, shareholdersstockholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared specified in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated otherwise noted therein). Except as disclosed therein, the selected financial data and summary financial information of the Company set forth under the captions “Prospectus Summary—Summary Historical Consolidated Financial and Other Data” in the related notes thereto. The supporting schedulesRegistration Statement, if anythe General Disclosure Package and the Prospectus present fairly, present fairly in all material respects in accordance with GAAP respects, the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The unaudited pro forma condensed consolidated financial statements and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, if any, Prospectus present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement or included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Base Prospectus or Prospectus Supplement 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 the statement results of operations, shareholders’ equity its operations and cash flows for the periods specifiedspecified therein. The supporting exhibits and schedules included in the Registration Statement, if any, present fairly the information required to be stated therein subject to the normal year-end adjustments which are not expected to be material in amount. The assumptions used in preparing the pro form financial statements provide a reasonable basis for presenting the significant effects attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to the assumptions and the pro forma columns therein reflect the proper application of the adjustments to the corresponding historical financial statements. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and schedules, if any, have been prepared in conformity with generally accepted accounting principles as applied in the United States (“"GAAP”) "), as applicable, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly thereto and comply in all material respects in accordance with GAAP the information required to be stated therein as Securities Act, the Exchange Act and the applicable rules and regulations of the dates indicatedCommission thereunder. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma No other financial statements or supporting schedules or exhibits are required by the Act or the rules and regulations of the Commission thereunder to be included or incorporated by reference in the Registration Statement or the Prospectus Supplement. The financial data set forth in the Base Prospectus under the Securities Act. All disclosures contained in captions "Description of Capital Stock", "Description of Debt Securities", "Description of Warrants", and "Legal Ownership of Securities" fairly summarize the Registration Statement matters, documents or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, proceedings referred to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for therein in all material respects and has been prepared on a basis consistent with that of the financial statements contained in accordance with the Commission's rules Registration Statement, the Base Prospectus and guidelines applicable theretothe Prospectus Supplement.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, together with the related schedules schedules, if any, and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement of operations, shareholdersstockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such specified therein; said financial statements and supporting related notes and schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except in the case of unaudited interim financial statements, which are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes and except as may be expressly stated set forth in the related certain notes theretoto such financial statements. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicatedtherein. The pro forma selected historical financial statements and data set forth under the related notes thereto caption “Selected Consolidated Financial Data” included in the Registration Statement Statement, the Disclosure Package and the ProspectusProspectus present fairly, if anyin all material respects, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements therein and have been properly compiled on a basis consistent with that of the bases described therein, audited and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to unaudited financial statements included therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities ActAct or the Securities Act Regulations. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects the Registration Statement, the Disclosure Package and the Prospectus are properly and accurately described and reconciled to the GAAP financial statements in accordance with the requirements of the Regulation G of under the Exchange Securities Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicableAct Regulations. The interactive data in eXtensible Business Reporting Language incorporated by reference included in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or of the Company and its subsidiaries incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Applicable Prospectuses 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 the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP schedules of the information Company and its subsidiaries are required to be stated included or incorporated by reference in the Registration Statement or any Applicable Prospectus. The financial data set forth in each Applicable Prospectus under the column labeled “Actual” under the caption “Capitalization” fairly presents the information set forth therein as of the dates indicateddate referenced therein on a basis consistent with that of the financial statements of the Company and its subsidiaries incorporated by reference in the Registration Statement and each Applicable Prospectus. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included incorporated by reference in the Prospectus and in the Registration Statement and the Prospectus, if any, present fairly the information shown contained therein, have been prepared in all material respects 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, any Applicable Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. 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 of the Company and its subsidiaries incorporated by reference in the Registration Statement and any Applicable Prospectus (it being agreed that the foregoing representation is made only to the Company’s and Issuers’ knowledge with respect to any person who is not a director, officer or employee of the Company or any of its subsidiaries). The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the or any Applicable Prospectus fairly presents the required information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, of Vertiv Holdings, LLC and its subsidiaries prior to the Business Combination (as defined in the Registration Statement, the Pricing Disclosure Package and the Prospectus), and the Company and its subsidiaries following the Business Combination (as defined in the Registration Statement, the Pricing Disclosure Package and the Prospectus), in each case, included in in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and fairly present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated and any supporting schedules included in the related notes thereto. The supporting schedules, if any, Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein as of (collectively, the dates indicated. The pro forma financial statements “Historical Financial Statements”); and the related notes thereto other financial information included in the Registration Statement Statement, the Pricing Disclosure Package and the ProspectusProspectus has been derived from the accounting records of Vertiv Holdings, if anyLLC and its subsidiaries and the Company and its consolidated subsidiaries, present as applicable, and presents fairly the information shown therein, have been prepared in all material respects the information shown thereby. The financial data set forth in accordance with the Commission’s rules Registration Statement under the captions “Summary historical consolidated and guidelines with respect to pro forma combined financial statements and have other data” and “Selected historical consolidated financial information of Vertiv Holdings and Vertiv Holdings Co” has been properly compiled on derived from the bases described thereinaccounting records of Vertiv Holdings, LLC and its subsidiaries and the Company and its consolidated subsidiaries, as applicable, and fairly presents in all material respects the assumptions used in information set forth therein on a basis consistent with that of the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included audited Historical Combined Financial Statements contained or incorporated by reference in the Registration Statement, except as otherwise noted therein, no historical or pro forma financial statements or supporting schedules are required to be ; all disclosures included or incorporated by reference in the Registration Statement or Statement, the Pricing Disclosure Package and the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in eXtensible Business Reporting Language incorporated by reference in each of the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for is not based on or derived from sources that are reliable and accurate in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretorespects.

Preparation of the Financial Statements. The financial statements of the Partnership included or incorporated by reference in the Registration Statement and the ProspectusOffering Memorandum, together with the related schedules (if any) and notes, present fairly in all material respects the consolidated financial position of the Company Partnership and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholderschanges in unitholders’ equity and cash flows of the Partnership and its consolidated subsidiaries for the periods specified. Such ; the financial statements and supporting schedules of any other entities or businesses included or incorporated by reference in the Registration Statement Offering Memorandum, together with the related schedules (if any) and the Prospectus comply as to form notes, present fairly in all material respects with the applicable accounting requirements financial position of each such entity or business, as the Securities Act case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in stockholders’ (or other owners’) equity and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries, if any, for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in involved and comply with all applicable accounting requirements under the related notes theretoSecurities Act and the Exchange Act. The supporting schedules, if any, included or incorporated by reference in the Offering Memorandum present fairly fairly, in all material respects in accordance with GAAP GAAP, the information required to be stated therein as of the dates indicatedtherein. The pro forma financial statements and the related notes thereto included information in the Registration Statement Offering Memorandum under the captions “Offering Memorandum Summary — Summary Historical Consolidated Financial Data” and the Prospectus, if any, “Selected Historical Consolidated Financial Data” present fairly the information shown therein, have been prepared in all material respects in accordance the information shown therein and has been compiled on a basis consistent with that of the Commission’s rules and guidelines with respect to pro forma audited financial statements and have been properly compiled on of the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as Partnership included or incorporated by reference thereinin the Offering Memorandum. All information contained in the Offering Memorandum regarding “non-GAAP financial measures” (as defined in Regulation G of the Commission) complies with Regulation G and Item 10 of Regulation S-K of the Commission, to the extent applicable. There are no financial statements (historical or pro forma financial statements or supporting schedules forma) that are required to be included or incorporated by reference in the Registration Statement Offering Memorandum that are not so included or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectusincorporated, or incorporated by reference thereinas applicable, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicablerequired. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements included or of the Company, together with related notes and schedules as incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of and subsidiaries, at the indicated dates indicated and the statement of operations, shareholders’ equity and cash flows for the indicated periods specified(subject in the case of unaudited statements, to normal year-end audit adjustments). Such consolidated financial statements and supporting related schedules have been prepared in accordance with U.S. generally accepted principles of accounting, consistently applied throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made (subject (i) to such adjustments to accounting standards and practices as are noted therein, and (ii) in the case of unaudited interim statements, to (A) normal recurring adjustments, (B) the exclusion of financial statement footnotes, and (C) the information being presented in a condensed or summary manner). The other financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have therein and such data has been prepared in all material respects in accordance compiled on a basis consistent with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, presented therein and the assumptions used in books and records of the preparation thereof are reasonable Company. The statistical, industry-related and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference thereinmarket-related data, no historical or pro forma financial statements or supporting schedules are required to be if any, included or incorporated by reference in the Registration Statement or and the Prospectus under are based on or derived from sources which the Securities ActCompany reasonably and in good faith believes are reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources to the extent required. The Company and its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification Paragraph 000-00-00-00), not disclosed in the Registration Statement and the Prospectus. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding Prospectus that contain “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G of under the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements of the Company, together with the related notes, included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedulesfinancial data of the Company set forth in the Registration Statement, if anythe Pricing Disclosure Package and the Prospectus fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The financial statements of the Acquired Battery Business, together with the related notes, included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the financial position of the Acquired Battery Business as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial data of the Acquired Battery Business set forth or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly present in all material respects the information required to be stated set forth therein on a basis consistent with that of the audited financial statements contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The financial statements of the Acquired Autocare Business, together with the related notes, included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the financial position of the Acquired Autocare Business as of and at the dates indicatedindicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial data of the Acquired Autocare Business set forth or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The pro forma combined condensed financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, if any, Prospectus present fairly in all material respects the information shown 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 compiled presented in all material respects on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial The statistical and market-related data and forward-looking statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or Statement, the Pricing Disclosure Package and the Prospectus under are based on or derived from sources that the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules Company and regulations of the Commission) comply its subsidiaries believe to be reliable and accurate in all material respects with Regulation G and represent their good faith estimates that are made on the basis of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicabledata derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in all material respects in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, together with Disclosure Package or the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries and of the Operating Partnership and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their respective operations and the changes in their respective cash flows for the periods specified. Such financial statements and The supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and the Prospectus supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and have been prepared in conformity with generally accepted accounting principles in the United 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 or incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus. The supporting schedulesfinancial data under the captions or sub-captions, if anyas the case may be, present fairly “Selected Financial Data” contained in all material respects documents incorporated by reference in the Prospectus is presented in accordance with GAAP Item 301 of Regulation S-K and derived from the information required to be stated therein Company’s and the Operating Partnership’s audited and unaudited, as of applicable, financial statements contained or incorporated by reference in the dates indicatedRegistration Statement or included in the annual report on Form 10-K, quarterly reports on Form 10-Q and, if applicable, current reports on Form 8-K (in each case including any amendments thereto) filed by the Company and, if applicable, the Operating Partnership with the Commission. The Any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, if any, Disclosure Package or the Prospectus fairly present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or ; and any pro forma financial statements or supporting schedules are required to be information included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicablehas been derived therefrom. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable theretothereto in all material respects.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, included in or incorporated by reference into the 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 consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“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 supporting schedulesfinancial data set forth in the Prospectus under the captions “Summary–Summary Consolidated Historical Financial Data of OMH and its Subsidiaries,” “Summary–Summary Consolidated Historical Financial Data of SFC and its Subsidiaries,” fairly present the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in the Prospectus 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 pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in each of the Preliminary Prospectus, if any, the Prospectus and the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Statement, the Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries subsidiaries, and the financial position of each of Wolverine and Xxxxx, as of and at the dates indicated therein and each of the statement foregoing entities' results of operations, shareholders’ equity operations and cash flows for the periods specifiedspecified therein. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The pro forma financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus give appropriate effect to the assumptions used in the preparation thereof; those assumptions are reasonable and the adjustments used in such pro forma financial statements are appropriate to give effect to the transactions or circumstances referred to therein; and such pro forma financial statements comply as to form with the requirements applicable to pro forma financial statements included in registration statements on Form S-1 under the Securities Act and have been prepared on a basis consistent with the consolidated historical financial statements of the Company and its subsidiaries (except as otherwise indicated therein). The financial data set forth in the Prospectus under the Securities Act. All disclosures captions "Prospectus Summary—Summary Financial Data," "Selected Financial Data", "Supplementary Financial Information" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement Statement. To the knowledge of the Company, no person who has been suspended or the Prospectusbarred from being associated with a registered public accounting firm, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the rules and regulations PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and included in the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretoProspectus.

Preparation of the Financial Statements. The historical consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedulessummary consolidated historical financial data set forth in the Registration Statement, if any, the Pricing Disclosure Package and the Prospectus under the captions “Summary—Summary Consolidated Historical and Pro Forma Financial Information” and “Our Selected Consolidated Historical Financial Information” present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The pro forma financial statements of the Partnership and its subsidiaries and the related notes thereto included in under the Registration Statement caption “Summary—Summary Consolidated Historical and the ProspectusPro Forma, if anyas Adjusted Financial Information” and “Unaudited Pro Forma, as Adjusted Consolidated Financial Information” present fairly the information shown therein, have been prepared in all material respects the information contained therein, and, for the year ended December 31, 2013 and the three-month period ended March 31, 2014, comply in accordance all material respects with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on applicable requirements of Regulation S-X under the bases described thereinSecurities Act, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The statistical and market-related data and forward looking statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Partnership believes 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. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement 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 CommissionSEC) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Prospectus and the Prospectus Pricing Disclosure Package fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission's SEC’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical consolidated financial statements included or (including the related notes and supporting schedules) incorporated by reference in the Registration Statement Preliminary Offering Memorandum and the Prospectus, together with the related schedules Offering Memorandum (and notes, any amendment or supplement thereto) present fairly in all material respects the consolidated financial position condition and results of operations of the Company and its consolidated subsidiaries as of and entities purported to be shown thereby on the basis stated therein, at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act indicated, and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The unaudited pro forma financial statements incorporated by reference in the Preliminary Offering Memorandum and the related notes thereto included in the Registration Statement Offering Memorandum (and the Prospectus, if any, present fairly the information shown therein, any amendment or supplement thereto) have been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable requirements of Article 11 of Regulation S-X of the Securities Act, except with respect to the requirement of Rule 11-02(c)(2) to provide certain pro forma financial statements and have been properly compiled on for the bases described therein, and the most recent fiscal year. The assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or of such unaudited pro forma financial statements or supporting schedules are required are, in the opinion of the management of the Company, reasonable. The pro forma adjustments reflected in such unaudited pro forma financial statements have been properly applied to be included the historical amounts in compilation of such unaudited pro forma financial statements. The other financial and statistical data contained or incorporated by reference in the Registration Statement Preliminary Offering Memorandum and the Offering Memorandum (and any amendment or supplement thereto) are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company. The Company and its Subsidiaries do not have any (i) off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K under the Exchange Act, or (ii) other liabilities or obligations, direct or contingent, that are material to the Company and its Subsidiaries taken as a whole that are not described in the Preliminary Offering Memorandum, the Offering Memorandum or the Prospectus under the Securities Act. All documents incorporated by reference therein; and all disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, in the Preliminary Offering Memorandum and the Offering Memorandum regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, together with Disclosure Package or the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries and of the Operating Partnership and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their respective operations and the changes in their respective cash flows for the periods specified. Such The financial statements of any other properties, businesses or entities (including, as applicable, combined or consolidated financial statements) and the related notes thereto that may be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus after the date of this Agreement will present fairly in all material respects the financial position and results of operations and cash flows at the dates and for the periods indicated. The financial information of any other properties, businesses or entities (including, as applicable, combined or consolidated financial information) and the related notes thereto that may be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus after the date of this Agreement will present fairly in all material respects the financial information shown therein at the dates and for the periods indicated. The supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and the Prospectus supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information schedules are required to be stated therein as of included or incorporated by reference in the dates indicatedRegistration Statement, any preliminary prospectus or the Prospectus. The Any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and Statement, the Prospectus, if any, Disclosure Package or the Prospectus fairly present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or ; and any pro forma financial statements or supporting schedules are required to be information included or incorporated by reference in the Registration Statement Statement, the Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicablehas been derived therefrom. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable theretothereto in all material respects.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement or included or incorporated by reference in the Registration Statement Preliminary Prospectus, the Time of Sale Prospectus and the ProspectusFinal Prospectus present fairly, together with the related schedules and notes, present fairly in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly, in all material respects, the information required to be stated therein. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) Canada applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedulesconsolidated financial statements, if anyincluding the notes thereto, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, if any, present fairly the information shown therein, Final Prospectus have been prepared reconciled to generally accepted accounting principles in all material respects the United States in accordance with Item 18 of Form 20-F under the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinExchange Act. Except as included or incorporated by reference therein, no historical or pro forma No other financial statements or supporting schedules are required by the Securities Act or Canadian Securities Laws to be included or incorporated by reference in the Registration Statement or the Final Prospectus. The financial data set forth in the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectuscaptions “Prospectus Summary—Summary Selected Financial Data,” “Selected Financial Data” and “Capitalization” fairly present, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects respects, the information set forth therein on a basis consistent with Regulation G that 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 audited financial statements contained in the Registration Statement and the Prospectus fairly presents Final Prospectus. To the information called for in all material respects and knowledge of the Company, no person who has been prepared suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in accordance or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission's rules Commission as a part of the Registration Statement and guidelines applicable theretoincluded in any Applicable Prospectus.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, together with Time of Sale Prospectus and the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries (or its applicable subsidiaries) as of and at the dates indicated and the statement results of operations, shareholders’ equity 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. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information schedules are required to be stated included in the Registration Statement or any Applicable Prospectus. The financial data set forth in each Applicable Prospectus under the caption “Summary—Summary Consolidated Financial Information” fairly present the information set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement and each Applicable Prospectus. The pro forma condensed financial statements of the Company and its subsidiaries and the related notes thereto included in the Registration Statement Time of Sale Prospectus and the Prospectus, if any, Prospectus present fairly the information shown 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference thereinTo the Company’s knowledge, no historical person who has been suspended or pro forma 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 or statements, supporting schedules are required to be included or incorporated by reference in other financial data filed with the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (Commission as such term is defined by the rules and regulations a part of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for included in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretoany Applicable Prospectus.

Preparation of the Financial Statements. The financial statements included or of the Company and its subsidiaries incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles GAAP (as defined in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedSection 22(b)), except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP schedules of the information Company and its subsidiaries are required to be stated included or incorporated by reference in the Registration Statement or the Prospectus. The financial data set forth in the Prospectus under the column labeled “Actual” under the caption “Capitalization” fairly presents the information set forth therein as on a basis consistent with that of the dates indicated. The pro forma audited financial statements of the Company and the related notes thereto included its subsidiaries incorporated by reference in the Registration Statement and the Prospectus, if any, . The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto incorporated by reference in the Prospectus and in the Registration Statement present fairly the information shown contained therein, have been prepared in all material respects 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Prospectus and the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. 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 of the Company and its subsidiaries incorporated by reference in the Registration Statement and the Prospectus (it being agreed that the foregoing representation is made only to the Company’s knowledge with respect to any person who is not a director, officer or employee of the Company or any of its subsidiaries). The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the required information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements included or incorporated by reference in of the Registration Statement and the ProspectusCompany, 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 condition, results of operations, changes in financial position and cash flows of the Company and its consolidated subsidiaries as of and on the basis stated therein at the respective dates indicated and the statement of operations, shareholders’ equity and cash flows or for the respective periods specifiedto which they apply. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, historical financial data set forth in the Offering Memorandum under the caption “Summary–Summary Consolidated and Pro Forma Financial and Other Data” fairly present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Offering Memorandum. The pro forma financial data set forth in the Offering Memorandum under the caption “Summary–Summary Consolidated and Pro Forma Financial and Other Data” and the pro forma consolidated financial statements of the Company and its subsidiaries incorporated by reference in the Offering Memorandum and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 included or incorporated by reference in the Registration Statement and the Prospectus Offering Memorandum fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission's ’s rules and guidelines applicable thereto. 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 or represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The financial statements of the Company, together with the related schedules included or incorporated by reference in each of the Registration Statement Statement, the Time of Sale Information and the Prospectus, together Prospectus comply in all material respects with the related schedules applicable requirements of the Securities Act and notesthe Exchange Act, as applicable, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The , and the supporting schedulesschedules included or incorporated by reference in each of the Registration Statement, if any, the Prospectus and the Time of Sale Information present fairly in all material respects in accordance with GAAP the information required to be stated therein as therein; and the other financial information included or incorporated by reference in each of the dates indicated. The pro forma financial statements Registration Statement, the Time of Sale Information and the related notes thereto included in Prospectus has been derived from the Registration Statement accounting records of the Company and the Prospectus, if any, present its subsidiaries and presents fairly the information shown therein, have been prepared in all material respects the information shown thereby. The financial data set forth in the Prospectus under the caption “Summary—Summary Historical Consolidated Financial Data of FIS” fairly presents in all material respects the information set forth therein and has been prepared on a basis consistent with that of the audited financial statements included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements applicable thereto. No forward-looking statement (within the meaning of Section 27A of the Act and have Section 21E of the Exchange Act) included in any of the Registration Statement, the Prospectus or the Time of Sale Information has been properly compiled made without a reasonable basis or has been disclosed other than in good faith. The statistical and market related data included in any of the Registration Statement, the Prospectus or the Time of Sale Information are based on or derived from sources that the bases described therein, Company and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required its subsidiaries believe to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules reliable and regulations of the Commission) comply accurate in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretorespects.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, together with Time of Sale Prospectus and the related schedules and notes, Prospectus 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 the statement results of operations, shareholders’ equity 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. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information schedules are required to be stated included in the Registration Statement or any Applicable Prospectus. The financial data set forth in each Applicable Prospectus under the caption “Prospectus Summary—Summary Consolidated Financial Data” fairly present the information set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement and each Applicable Prospectus. The pro forma condensed financial statements of the Company and its subsidiaries and the related notes thereto included in the Registration Statement Time of Sale Prospectus and the Prospectus, if any, Prospectus present fairly the information shown 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference thereinTo the Company’s knowledge, no historical person who has been suspended or pro forma 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 or statements, supporting schedules are required to be included or incorporated by reference in other financial data filed with the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (Commission as such term is defined by the rules and regulations a part of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for included in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretoany Applicable Prospectus.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, together with the related schedules and notesfairly present, present fairly in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries subsidiaries, as well as that of MSB Enterprise LLC (“MSB”), as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved; provided, except as may be expressly stated in the related notes thereto. The supporting scheduleshowever, if any, present fairly in all material respects in accordance with GAAP the information that statements that are unaudited are subject to year-end adjustments and do not contain footnotes required to be stated therein as of the dates indicatedunder GAAP. The pro forma financial statements and the related notes thereto other pro forma financial information included in the Registration Statement and the Prospectus, if any, Prospectus fairly present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and statements, have been properly compiled on the pro forma bases described therein, and 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 and or circumstances referred to therein. Except The financial data set forth in the Prospectus, as included amended or incorporated by reference thereinsupplemented, no historical or pro forma under the captions “Summary—Summary Consolidated Financial Data,” “Capitalization” 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 or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement Statement. No person who has been suspended or the Prospectusbarred from being associated with a registered public accounting firm, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the rules and regulations 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 Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and included in the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretoProspectus.

Preparation of the Financial Statements. (i) The consolidated financial statements included or incorporated by reference and related notes and supporting schedules of the Company and the Subsidiaries contained in the Registration Statement General Disclosure Package and the ProspectusFinal Offering Circular (the “Financial Statements”), together with as of the related schedules respective dates and notesfor 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 consolidated subsidiaries as of and at the dates indicated and the statement of operationsSubsidiaries, shareholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and the requirements of Regulation S-X, except as may be to the extent expressly stated in disclosed therein; (ii) the consolidated balance sheets and the related notes thereto. The supporting schedulesstatements of income, if anyof member’s capital and of cash of Hilcorp Energy GOM, present fairly in all material respects in accordance with GAAP the information required to be stated therein LLC, as of the respective dates indicated. The pro forma financial statements and for the related notes thereto included in the Registration Statement and the Prospectus, if anyrespective periods to which they apply, present fairly the information shown therein, contained therein and have been prepared in all material respects accordance with GAAP applied on a consistent basis throughout the periods involved and the requirements of Regulation S-X, except to the extent expressly disclosed therein; (iii) the financial data of the Company and the Subsidiaries set forth under the captions “Summary—Summary Historical and Pro Forma Consolidated Financial, Reserve and Operating Data” and “Selected Historical Consolidated Financial and Operating Data” in the General Disclosure Package and the Final Offering Circular (other than the financial data set forth 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 Financial Statements and present fairly the financial position and results of operations of the Company and its 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 Subsidiaries contained in the General Disclosure Package and the Final Offering Circular present fairly the information contained therein and have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereinRegulation S-X, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference thereinAll other financial, no historical or pro forma financial statistical and market and industry data and forward-looking statements or supporting schedules are required to be included or incorporated by reference in (within the Registration Statement or the Prospectus under meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All disclosures ) contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 General Disclosure Package and the Prospectus Final Offering Circular are fairly presents and accurately presented, are based on or derived from sources that the information called for in all material respects Company believes to be reliable and has been prepared in accordance with the Commission's rules accurate and guidelines applicable theretoare presented on a reasonable basis.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the ProspectusProspectus present fairly, together with the related schedules and notes, present fairly in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specifiedspecified on the basis stated therein. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto and subject, in the case of unaudited financial statements, to year-end adjustments. No other financial statements are required by GAAP or the Securities Act to be included in the Registration Statement. The supporting schedulesselected financial data and the summary financial information, if any, present included in the Preliminary Prospectus and the Prospectus fairly summarize in all material respects in accordance with GAAP the information required to be stated shown therein as and have been compiled on a basis consistent with that of the dates indicatedaudited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and the related notes thereto included present fairly, in the Registration Statement and the Prospectusall material respects, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Statement, the Preliminary Prospectus and the Prospectus fairly presents the required information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements included of the Mobility & Materials business and the Parent Guarantor, each together with the related schedules and notes, filed with the Commission as part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with Disclosure Package and the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such consolidated financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedulesfinancial data set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” presents fairly the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, if any, present fairly in all material respects except that any non-GAAP financial measures included under such captions have not been presented in accordance with GAAP the information required to be stated therein as of the dates indicatedGAAP. The pro forma financial statements information and the related notes thereto included or incorporated by reference in the Registration Statement Disclosure Package and the Prospectus, if any, present fairly the information shown therein, have Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and are set forth or incorporated by reference in the Disclosure Package and Prospectus. The statistical and market-related data and forward-looking statements included in the Disclosure Package and the Prospectus are based on or derived from sources that the Company believes 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 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 with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules notes and notesschedules, present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its then consolidated subsidiaries as of and at the dates indicated indicated, and the statement consolidated results of operations, cash flows and changes in shareholders’ equity of the Company and cash flows its then consolidated subsidiaries for the periods specified. Such financial statements specified and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form have been prepared in all material respects in compliance with the applicable accounting published requirements of the Securities Act and have been prepared the Exchange Act, as applicable, and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretobasis. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The unaudited pro forma condensed combined financial statements and any other pro forma financial statements and the related notes thereto or data included or incorporated by reference in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance comply with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on requirements of Regulation S-X of the bases described thereinSecurities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation thereof of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereintherein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. Except as included The other financial and statistical data with respect to the Company and its Subsidiaries contained or incorporated by reference thereinin the Prospectus, if any, are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company. There are no financial statements (historical or pro forma financial statements or supporting schedules forma) that are required to be included or incorporated by reference in the Registration Statement Prospectus that are not included or incorporated by reference as required. The Company and its Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification Paragraph 000-00-00-00), not described in the Prospectus under which are required to be described in the Securities ActProspectus. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference thereinin the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements of the Company and the Subsidiaries, together with related notes and schedules as included or and incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notesOffering Memorandum, present fairly in all material respects the consolidated financial position and the results of operations and cash flows of the Company and its consolidated subsidiaries as of and the Subsidiaries, at the indicated dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specifiedindicated periods. Such financial statements and supporting related schedules have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied throughout the periods involved (“GAAP”), except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The financial statements of Advance Energy Partners Holdings, LLC and its subsidiaries (“Advance”), together with related notes and schedules, as incorporated by reference in the Offering Memorandum, present fairly in all material respects the financial position and the results of operations and cash flows of Advance, at the indicated dates and for the indicated periods. Such financial statements and related schedules have been prepared in accordance with GAAP, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The summary financial and statistical data included or incorporated by reference in the Registration Statement Offering Memorandum presents fairly in all material respects the information shown therein and such data has been compiled on a basis consistent with the financial statements presented therein and the Prospectus books and records of the Company. The interactive data in eXtensible Business Reporting Language (“XBRL”) incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package (i) fairly present the information contained therein and (ii) have been prepared in accordance with the Commission’s rules and guidelines applicable thereto, in each case of clauses (i) and (ii) in all material respects. The unaudited pro forma financial statements included or incorporated by reference in the Offering Memorandum include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the unaudited pro forma financial statements included or incorporated by reference in the Offering Memorandum. The unaudited pro forma financial statements included or incorporated by reference in the Offering Memorandum comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus Regulation S-X under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto of the Company incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may otherwise noted therein. No financial statements are required to be expressly stated included in the related notes theretoRegistration Statement pursuant to Regulation S-X other than those included or incorporated by reference therein. The supporting schedules, if any, selected financial data and the summary financial information of the Company included in the Preliminary Prospectus and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated shown therein as and have been compiled on a basis consistent with that of the dates indicated. The pro forma audited financial statements and of the related notes thereto Company included in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Statement, the Preliminary Prospectus and the Prospectus present fairly presents in all material respects the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto. The pro forma financial statements and related summary pro forma financial information (the “Pro Formas”) of the Company included or incorporated by reference in the Preliminary Prospectus and the Prospectus showing the effect of the proposed acquisition of Pinnacle by the Company (the “Merger”), and the related notes thereto, have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, and the assumptions underlying the Pro Formas are reasonable. The Company has reviewed the financial statements together with the related notes thereto of Pinnacle incorporated by reference in the Preliminary Prospectus and the Prospectus with both Pinnacle and its independent registered public accounting firm, Deloitte & Touche LLP, and, based on such review, to the Company’s knowledge, the financial statements together with the related notes thereto of Pinnacle incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of Pinnacle and Pinnacle’s consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified, and said financial statements comply as to form in all material respects with the accounting requirements of the Securities Act and have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as otherwise noted therein. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A of the Securities Act or Section 21E of the Exchange Act, or as defined by any other applicable securities laws) contained or incorporated by reference in the Registration Statement, Preliminary Prospectus or the Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company of the underlying assumptions, estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary statements identifying those factors that could cause actual results to differ materially from those in such forward-looking statement.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, included in or incorporated by reference into the 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 consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“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 supporting schedulesfinancial data set forth in the Prospectus under the captions “Summary—Summary Consolidated Historical Financial Data of OMH and its Subsidiaries” and “Summary—Summary Consolidated Historical Financial Data of SFC and its Subsidiaries” fairly present the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in or incorporated by reference into the Prospectus 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 pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in each of the Preliminary Prospectus, if any, the Prospectus and the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 Statement, the Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated (A) financial position of the Company and its subsidiaries (including, without limitation, the Operating Partnership), (B) the consolidated financial position of ARC Income Properties, LLC and its subsidiaries and (C) the consolidated financial position of ARC Income Properties III, LLC and its subsidiary, as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information schedules are required to be stated included in the Registration Statement or the Prospectus. The historical financial data set forth or incorporated by reference in the Prospectus fairly present the information set forth therein as on a basis consistent with that of the dates indicated. The pro forma audited financial statements and the related notes thereto included contained in the Registration Statement and the Prospectus, if any, . The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Prospectus and in the Registration Statement present fairly the information shown contained therein, have been prepared in all material respects 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included No person who has been suspended or incorporated 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 reference thereinthe PCAOB, no historical has participated in or pro forma otherwise aided the preparation of, or audited, the financial statements or statements, supporting schedules are required to be included or incorporated by reference in other financial data filed with the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (Commission as such term is defined by the rules and regulations a part of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and included in the Prospectus fairly presents (it being agreed that the information called for in all material respects and has been prepared in accordance foregoing representation is made only to the Company’s knowledge with respect to any person that is not a director, officer or employee of the Commission's rules and guidelines applicable theretoCompany or any of its subsidiaries).

Preparation of the Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules notes and notesschedules, 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 the statement consolidated results of operations, shareholderscash flows and changes in stockholders’ equity of the Company and cash flows its subsidiaries for the periods specified. Such specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved, except as otherwise disclosed therein, and, in the case of unaudited, interim financial statements, subject to normal year end audit adjustments and the exclusion of certain footnotes; all pro forma financial statements and supporting schedules or data included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout Exchange Act, to the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereinextent applicable, and the assumptions used in the preparation thereof of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and circumstances referred the pro forma adjustments have been properly applied to therein. Except as included the historical amounts in the compilation of those statements and data; the other financial and statistical data contained or incorporated by reference therein, in the Registration Statement and the Prospectus are accurately and fairly presented in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma financial statements or supporting schedules forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus under that are not included as required; and the Securities Act. All disclosures contained Company and its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement or and the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of and at the dates indicated therein and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specifiedspecified therein. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the Prospectus under the captions “Prospectus Summary—Summary Combined Financial Information and Other Data,” “Selected Combined Financial Information and Other Data,” “Unaudited Pro Forma Financial Information” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements and pro forma financial statements contained in the Registration Statement. The pro forma statement of income included in the Registration Statement or includes assumptions that provide a reasonable basis for presenting the Prospectus under significant effects directly attributable to the Securities Acttransactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma statement of income included in the Registration Statement. All disclosures contained The pro forma statement of income included in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (complies as such term is defined by the rules and regulations of the Commission) comply to form in all material respects with Regulation G of the Exchange Act and Item 10 applicable accounting requirements of Regulation S-K of X under the Securities Act, Act and the pro forma adjustments have been properly applied to the extent applicablehistorical amounts in the compilation of that statement. The interactive 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 in eXtensible Business Reporting Language incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretoProspectus.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, together with Time of Sale Prospectus and the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries and Orthodyne Electronics Corporation (“Orthodyne”) as of and at the dates indicated and the statement results of operations, shareholders’ equity 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. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information schedules are required to be stated included in the Registration Statement or any Applicable Prospectus. The financial data set forth in each Applicable Prospectus under the captions “Prospectus Supplement Summary—Selected Consolidated Financial Data” and “Capitalization” fairly present the information set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement and each Applicable Prospectus. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included incorporated by reference in the Registration Statement Statement, Time of Sale Prospectus and the Prospectus, if any, Prospectus present fairly the information shown 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included No person who has been suspended or incorporated 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 reference thereinthe PCAOB, no historical has participated in or pro forma otherwise aided the preparation of, or audited, the financial statements or statements, supporting schedules are required to be included or incorporated by reference in other financial data filed with the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (Commission as such term is defined by the rules and regulations a part of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for included in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretoany Applicable Prospectus.

Preparation of the Financial Statements. The consolidated financial statements included of the Acquired Business and the Parent Guarantor, each together with the related schedules and notes, filed with the Commission as part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with Disclosure Package and the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such consolidated financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedulesfinancial data set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” presents fairly the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, if any, present fairly in all material respects except that any non-GAAP financial measures included under such captions have not been presented in accordance with GAAP the information required to be stated therein as of the dates indicatedGAAP. The pro forma financial statements information and the related notes thereto included or incorporated by reference in the Registration Statement Disclosure Package and the Prospectus, if any, present fairly the information shown therein, have Prospectus has been prepared in all material respects in accordance with the Commission’s rules and guidelines guidance with respect to pro forma financial statements and have been properly compiled on the bases described thereininformation, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included set forth or incorporated by reference in the Registration Statement or Disclosure Package and Prospectus. The statistical and market-related data and forward-looking statements included in the Disclosure Package and the Prospectus under are based on or derived from sources that the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules Company believes to be reliable and regulations of the Commission) comply accurate in all material respects with Regulation G and represent their good faith estimates that are made on the basis of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicabledata derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with related notes and schedules as incorporated by reference in the Registration Statement and the Prospectus, present fairly in all material respects the financial position and the results of operations and cash flows of the Company, at the indicated dates and for the indicated periods. Such financial statements and related schedules have been prepared in accordance with U.S. generally accepted principles of accounting, consistently applied throughout the periods involved (subject, in the case of unaudited financial statements, to normal year-end adjustments), except as disclosed therein, and all adjustments necessary for a fair presentation in all material respects of results for such periods have been made. The summary financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated information shown therein and such data has been compiled on a basis consistent with the financial position statements presented therein and the books and records of the Company. The statistical, industry-related and market-related data included or incorporated by reference in the Registration Statement and the Prospectus are based on or derived from sources which the Company reasonably and its consolidated subsidiaries as in good faith believes are reliable and accurate, and the Company has obtained the written consent to the use of and such data from such sources to the extent required. The financial data set forth or incorporated in the Prospectus under the caption “Selected Financial Data” fairly present in all material respects the information set forth therein at the indicated dates indicated and the statement of operations, shareholders’ equity and cash flows for the indicated periods specified. Such on a basis consistent with that of the audited financial statements and supporting schedules contained, incorporated or deemed to be incorporated in the Registration Statement. Any pro forma financial statements or data included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of Regulation S-X of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedAct, except as may be expressly stated in the related notes thereto. The supporting schedulesincluding, if anywithout limitation, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereinArticle 11 thereof, and the assumptions used in the preparation thereof of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. The other financial statements or supporting schedules are required to be included data set forth or incorporated by reference in the Registration Statement or and the Prospectus under is accurately presented and prepared on a basis consistent with the Securities Actfinancial statements and books and records of the Company. The Company and its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification Paragraph 800-00-00-00), not disclosed in the Registration Statement and the Prospectus. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding Prospectus that contain “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G of under the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules notes thereto incorporated by reference or included in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and notes, the Prospectus 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 the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such historical financial statements and supporting schedules included or incorporated by reference in of the Registration Statement and the Prospectus Company comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedulespro forma financial information included or incorporated by reference in any preliminary prospectus, if anythe Time of Sale Prospectus and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, present fairly the related pro forma adjustments used in all material respects the preparation thereof give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and such other pro forma financial information included or incorporated by reference in any preliminary prospectus, the related notes thereto included Time of Sale Prospectus and the Prospectus. Except as disclosed in any preliminary prospectus, the Registration Statement Time of Sale Prospectus and the Prospectus, if anythe pro forma financial statements included or incorporated by reference in any preliminary prospectus, present fairly the information shown therein, Time of Sale Prospectus and the Prospectus have been prepared in all material respects in accordance with the Commission’s rules and guidelines guidance with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereininformation. Except as included or incorporated by reference thereindisclosed in any preliminary prospectus, no historical or the Time of Sale Prospectus and the Prospectus, the pro forma financial statements or supporting schedules are required to be included or incorporated by reference in any preliminary prospectus, the Registration Statement or Time of Sale Prospectus and the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects as to form with Regulation G the applicable accounting requirements of the Exchange Act and Item 10 Rule 11-02 of Regulation S-K of X and the Securities Act, pro forma adjustments have been properly applied to the extent applicablehistorical amounts in the compilation of those statements. No other financial statements are required to be included in the Registration Statement. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission's ’s rules and guidelines applicable theretothereto in all material respects.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the ProspectusOffering Memorandum, together with the related schedules and notes, present fairly fairly, in all material respects the consolidated financial position of the Company and its consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such ; such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated otherwise disclosed in the related notes theretoOffering Memorandum and except in the case of unaudited, interim financial statements, subject to normal year-end adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The supporting schedules, if any, present fairly fairly, in all material respects respects, in accordance with GAAP the information required to be stated therein as of the dates indicatedtherein. The pro forma selected financial statements data and the related notes thereto summary financial information included in the Registration Statement and the ProspectusOffering Memorandum present fairly, if anyin all material respects, present fairly the information shown therein, have been prepared in all material respects in accordance therein on a basis consistent with that of the Commission’s rules audited and guidelines with respect to pro forma unaudited financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to included therein. Except as included or incorporated by reference thereinin the Offering Memorandum, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus a registration statement on Form S-1 and under the Securities ActAct and/or the Exchange Act which are not so included or incorporated by reference in the Offering Memorandum. All disclosures contained in the Registration Statement or the ProspectusOffering Memorandum, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The pro forma consolidated financial statements and the related notes thereto included or incorporated by reference in the Offering Memorandum present fairly the information of the entities to which they relate 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 reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The statistical and market-related data included in the Offering Memorandum are based on or derived from sources that the Par Parties and their 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 incorporated by reference in the Registration Statement and the Prospectus Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. (i) The financial statements of the Company filed with the Commission and incorporated by reference in the Registration Statement and the Time of Sale Prospectus and the Prospectus (the “Company 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 specified. The supporting schedules to such Company Financial Statements included or incorporated by reference in the Registration Statement and the ProspectusTime of Sale Prospectus and the Prospectus present fairly, together with the related schedules and notes, present fairly in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specifiedinformation required to be stated therein. Such financial statements Company Financial Statements and supporting schedules have been prepared in conformity with generally accepted accounting principles, as applied in the United States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. To the Company’s knowledge, (i) the financial statements of Hyperion filed with the Commission included or incorporated by reference in the Registration Statement and the Time of Sale Prospectus comply as to form and the Prospectus (the “Hyperion Financial Statements”) present fairly, in all material respects with respects, the applicable accounting requirements consolidated financial position of Hyperion and its subsidiaries as of and at the Securities Act dates indicated and the results of their operations and cash flows for the periods specified; (ii) the supporting schedules to such Hyperion Financial Statements included or incorporated by reference in the Registration Statement and the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the information required to be stated therein; and (iii) such Hyperion Financial Statements and supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States (“GAAP”) States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedulesfinancial statements of Vidara filed with the Commission included or incorporated by reference in the Registration Statement and the Time of Sale Prospectus and the Prospectus (the “Vidara Financial Statements”) present fairly, if any, present fairly in all material respects respects, the consolidated financial position of Vidara as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules to such Vidara Financial Statements included or incorporated by reference in accordance with GAAP the Registration Statement and the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the information required to be stated therein therein. Such Vidara Financial Statements and supporting schedules have been prepared in conformity with generally accepted accounting principles, as of applied in the dates indicatedUnited States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The pro forma financial statements and (including the related notes thereto notes) included or incorporated by reference in the Registration Statement and the Prospectus, if any, present fairly Time of Sale Prospectus and the information shown therein, have been prepared Prospectus comply in all material respects in accordance with the Commission’s rules applicable requirements under the Securities Act and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereinExchange Act, and including, but not limited to, Article 11 of Regulation S-X, 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 and or circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or filed with the Commission as a part of and incorporated by reference in into the Registration Statement and Statement, the Preliminary Prospectus, together with the related schedules and notes, Time of Sale Prospectus or the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries subsidiary as of and at the dates indicated and the statement consolidated results of their operations, shareholdersstockholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly interactive data in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement or any Applicable Prospectus. The financial data set forth in Note 18 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, fairly present the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement and each Applicable Prospectus, subject, in the case of the financial data set forth in Note 18, to normal, recurring year-end adjustments. The Company’s ratios of combined fixed charges and preferred dividends to earnings set forth in the Registration Statement and the Base Prospectus under the caption “Ratio of Combined Fixed Charges and Preferred Stock Dividends to Earnings” 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 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 As of each Applicable Time occurring on or after the date of the first Placement Notice hereunder, the financial statements included or of the Company and Scioderm incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules notes and notesschedules, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries or Scioderm, as applicable, as of and at the dates indicated and the statement consolidated results of operations, shareholders’ equity operations and cash flows of the Company or Scioderm, as applicable, for the periods specified. Such financial statements and supporting schedules included or incorporated by reference specified subject, in the Registration Statement case of unaudited interim statements, to normal, year-end audit adjustments and the Prospectus comply as to form have been prepared in all material respects compliance with the applicable accounting requirements of the Securities Act and have been prepared in conformity with with, generally accepted accounting principles in the United States as applied by the Company or Scioderm, as applicable, on a consistent basis during the periods involved (“GAAP”) applied on a consistent basis throughout the periods involved), except (i) as may be expressly stated otherwise specified in such financial statements or the notes thereto, or (ii) in the related notes thereto. The supporting schedulescase of unaudited interim statements, if any, present fairly in all material respects in accordance with GAAP to the information required to extent they may exclude footnotes or may be stated therein as condensed or summary statements; the other financial data of the dates indicated. The Company or Scioderm set forth in the Registration Statement and the Prospectus are accurately presented and prepared on a basis consistent with the financial statements and books and records of the Company or Scioderm, as applicable; the assumptions used in preparing the pro forma financial statements included in the Registration Statement and Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the related notes thereto pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts; there are no financial statements (historical or pro forma) that are required by the Securities Act to be included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof Prospectus that are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except not included as included or incorporated required by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained ; and the Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or statements, together with the related schedule and notes thereto, incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with United States generally accepted accounting principles in the United 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 are required to be included in the Registration Statement. The supporting schedules, if any, selected financial data and the summary financial information included in the Preliminary Prospectus and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated shown therein as and have been compiled on a basis consistent with that of the dates indicatedaudited and unaudited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto is included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 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 ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with related notes and schedules as incorporated by reference in the Registration Statement and the Prospectus, present fairly in all material respects the financial position and the results of operations and cash flows of the Company, at the indicated dates and for the indicated periods. Such financial statements and related schedules have been prepared in accordance with U.S. generally accepted principles of accounting, consistently applied throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The financial statements data included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated information shown therein and such data has been compiled on a basis consistent with the financial position statements presented therein and the books and records of the Company Company. The statistical, industry-related and its consolidated subsidiaries as of and at market-related data included or incorporated by reference in the dates indicated Registration Statement and the statement Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, and the Company has obtained the written consent to the use of operations, shareholders’ equity and cash flows for such data from such sources to the periods specifiedextent required. Such Any pro forma financial statements and supporting schedules or data included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of Regulation S-X of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedAct, except as may be expressly stated in the related notes thereto. The supporting schedulesincluding, if anywithout limitation, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereinArticle 11 thereof, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or of such pro forma financial statements and data are reasonable The Company and its subsidiaries do not have any material liabilities or supporting schedules are required to be included obligations, direct or incorporated by reference contingent (including any off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification Paragraph 000-00-00-00), not disclosed in the Registration Statement or and the Prospectus under the Securities ActProspectus. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding Prospectus that contain “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G of under the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements of the Company and its subsidiaries included or and incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles GAAP (as defined in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedSection 22(b)), except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects in accordance with GAAP schedules of the information Company and its subsidiaries are required to be stated included or incorporated by reference in the Registration Statement or the Prospectus. The financial data set forth in the Prospectus under the column labeled “Actual” under the caption “Capitalization” fairly present the information set forth therein as of the dates indicated. The pro forma date referenced therein on a basis consistent with that of the audited financial statements of the Company and the related notes thereto included its subsidiaries incorporated by reference in the Registration Statement and the Prospectus, if any, . The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Prospectus and in the Registration Statement present fairly the information shown contained therein, have been prepared in all material respects 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Prospectus and the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. 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 of the Company and its subsidiaries incorporated by reference in the Registration Statement and the Prospectus (it being agreed that the foregoing representation is made only to the Company’s knowledge with respect to any person who is not a director, officer or employee of the Company or any of its subsidiaries). The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the required information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, 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 consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedulessummary historical financial and operating information set forth in the Offering Memorandum under the captions “Offering Memorandum Summary—Summary Consolidated Financial, if any, present Reserve and Operating Data” and “Selected Historical Consolidated Financial Data” and elsewhere in the Offering Memorandum presents fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Offering Memorandum. The unaudited pro forma consolidated financial statements and the related notes thereto included under the caption “Offering Memorandum Summary—Summary Consolidated Selected Financial Data” and elsewhere in the Registration Statement and the Prospectus, if any, Offering Memorandum present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as The statistical and market-related data and forward-looking statements included in the Offering Memorandum are based on or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required derived from sources that the Partnership Parties believe to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules reliable and regulations of the Commission) comply accurate in all material respects with Regulation G and represent their good faith estimates that are made on the basis of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicabledata derived from such sources. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Offering Memorandum and the Prospectus Pricing Disclosure Package fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with Disclosure Package and the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of each of the Company Transaction Entities and its consolidated subsidiaries subsidiaries, as the case may be, as of and at the dates indicated and the statement results of their respective operations, shareholders’ equity comprehensive income and cash flows for the periods specified. Such financial statements and The supporting schedules of the Transaction Entities and their respective subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, financial data included or incorporated by reference in the preliminary prospectus and the Prospectus under the caption “Capitalization” fairly present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and the related notes thereto its subsidiaries included in the Registration Statement or incorporated by reference in the preliminary prospectus, the Prospectus and the Prospectus, if any, Registration Statement present fairly the information shown 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 compiled presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the any pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereintherein and any such pro forma adjustments have been properly applied to the historical amounts in the computation or compilation of such pro forma financial statements. Except as included All of the disclosures contained in or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in into the preliminary prospectus and the Prospectus and the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data Except as addressed in eXtensible Business Reporting Language paragraph (bbb) of this section, no other financial statements (pro forma or otherwise) or supporting schedules are required to be included or incorporated by reference in the Registration Statement and or the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretopreliminary prospectus or prospectus.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in with respect to the Company and its subsidiaries filed with the Commission as a part of the Registration Statement and the Prospectus, together with the related schedules and notes, included in any Applicable Prospectuses 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 the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. The financial statements with respect to EyeWonder, Inc. (“EyeWonder”) and its subsidiaries filed with the Commission as a part of the Registration Statement and included in any Applicable Prospectuses present fairly the consolidated financial position of EyeWonder 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 in all material respects the information required to be stated therein. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The All pro forma financial statements and the related notes thereto or data included in the Registration Statement or any Applicable Prospectus comply with the requirements of the Securities Act and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereinExchange Act, and the assumptions used in the preparation thereof of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and circumstances referred the pro forma adjustments have been properly applied to thereinthe historical amounts in the compilation of those statements and data. Except as included or incorporated by reference therein, no No other financial statements (historical or pro forma financial statements forma) or supporting schedules are required to be included or incorporated by reference in the Registration Statement or any Applicable Prospectus. The financial data set forth or included in each Applicable Prospectus fairly present the Prospectus under information set forth therein on a basis consistent with that of the Securities Act. All disclosures audited financial statements contained in the Registration Statement and each Applicable Prospectus. To the Company’s knowledge, no person who has been suspended or the Prospectusbarred from being associated with a registered public accounting firm, or incorporated who has failed to comply with any sanction pursuant to Rule 5300 promulgated by reference thereinthe 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. All disclosures included in the Registration Statement or any Applicable Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or statements, including all notes and schedules thereto, filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, each Applicable Prospectus 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 the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act Regulation S-X and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma No other financial statements or supporting schedules are required to be included in the Registration Statement or any Applicable Prospectus under the Securities Act. The financial data set forth in each Applicable Prospectus under the caption “Summary—Summary Financial and Other Information” and the financial data incorporated by reference in each Applicable Prospectus from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 under the caption “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement or Statement. In addition, the financial data and operating statistics for the quarter ending September 30, 2013 included in each Applicable Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding heading “non-GAAP financial measuresSummary—Recent Developments” (as such term is defined were determined by the rules Company with a reasonable basis and regulations in good faith, and nothing has come to the attention of the Commission) comply Company that would cause the Company to believe that the actual financial data and operating statistics for the quarter ended and as of September 30, 2013 will be materially different from the amounts disclosed in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicableeach Applicable Prospectus. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents present the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements included of the Company and its consolidated subsidiaries, together with the related schedules and notes, filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with Pricing Disclosure Package and the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries entities to which they relate as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects as to form with the applicable accounting requirements of the Securities Act Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly otherwise stated therein or in the related notes thereto. The supporting schedules, if any, financial data set forth in the Preliminary Prospectus and the Prospectus under the captions [_____________________] fairly present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement. The pro forma financial statements statistical and the market-related notes thereto data included in the Registration Statement Pricing Disclosure Package and the Prospectus, if any, present fairly Prospectus are based on or derived from sources that the information shown therein, have been prepared Company believes to be reliable in all material respects and any forward looking statements included in the Pricing Disclosure Package and the Prospectus represent the Company’s good faith estimates and assumptions. The Company’s ratios of earnings to fixed charges set forth in each of the Preliminary Prospectus and the Prospectus under the captions [________________________________] 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 Pricing 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 with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, any preliminary prospectus and the Prospectus, together with the related schedules and notes, 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 the statement of operations, shareholders’ shareholder’s equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, included in the Registration Statement, any preliminary prospectus and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information, if any, included in the Registration Statement, any preliminary prospectus and the Prospectus present fairly the information shown therein as and have been compiled on a basis consistent with that of the dates indicatedaudited financial statements included in the Registration Statement. The Any pro forma financial statements and the related notes thereto included in the Registration Statement Statement, any preliminary prospectus and the Prospectus, if any, Prospectus present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 included or incorporated by reference in each of the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, together with the related schedules and notes, Prospectus 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 the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) 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'Gxxxx-Xxxxxx Xxternational (USA), Inc. included therein, no other financial statements or supporting schedules are required to be included in the Registration Statement. The supporting schedulesfinancial data set forth in the Prospectus under the captions "Prospectus Summary -- Summary Consolidated Financial and Operating Data", if any, "Selected Consolidated Financial and Operating Data" and "Capitalization" and the Registration Statement fairly present fairly in all material respects in accordance with GAAP the information required to be stated set forth therein as on a basis consistent with that of the dates indicatedaudited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included in the 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 and the Prospectus, if any, present fairly in all material respects the information shown 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 compiled presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate in all material respects to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements included or of the Company, together with related notes and schedules as incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of and subsidiaries, at the indicated dates indicated and the statement of operations, shareholders’ equity and cash flows for the indicated periods specified(subject in the case of unaudited statements, to normal year-end audit adjustments). Such consolidated financial statements and supporting related schedules have been prepared in accordance with U.S. generally accepted principles of accounting, consistently applied throughout the periods involved, except as otherwise disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made (subject (i) to such adjustments to accounting standards and practices as are noted therein, and (ii) in the case of unaudited interim statements, to (A) normal recurring adjustments, (B) the exclusion of financial statement footnotes, and (C) the information being presented in a condensed or summary manner). The other financial data and statistical data set forth or incorporated by reference in the Registration Statement and the Prospectus is accurately presented in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company. The statistical, industry-related and market-related data included or incorporated by reference in the Registration Statement and the Prospectus comply as are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, and the Company has obtained the written consent to form in all material respects with the applicable accounting requirements use of such data from such sources to the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicatedextent required. The pro forma financial statements and the related notes thereto included set forth or incorporated by reference in the Registration Statement and the Prospectus, if any, Prospectus present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except The Company and its Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” as included or incorporated by reference thereinthat term is used in Accounting Standards Codification Paragraph 800-00-00-00), no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference not disclosed in the Registration Statement or and the Prospectus under the Securities ActProspectus. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding Prospectus that contain “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G of under the Exchange Act and Item 10 of Regulation S-K of under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules and notesnotes thereto, filed with the Commission as a part of, or incorporated by reference in, the Registration Statement and included in the Prospectus and the General Disclosure Package present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Capital Southwest Entities as of and at the dates indicated and the statement results of operations, shareholders’ equity their operations and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicatedtherein. The pro forma selected financial statements data and the related notes thereto included in the Registration Statement and the Prospectussummary financial information, if any, present fairly of the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules Capital Southwest Entities and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as I-45 included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus have been derived from the accounting records and other books and records of the Capital Southwest Entities or I-45, as applicable, and present fairly in all material respects the information shown therein. Other than the financial statements included in the Registration Statement, the General Disclosure Package, and the Prospectus, no historical or pro forma other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Acttherein. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects or will comply with Regulation G of under the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities 1933 Act, to the extent applicable. The interactive data All references in eXtensible Business Reporting Language this Agreement to financial statements and schedules and other information which is “included,” “described” or “stated” in the Registration Statement, the General Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the rules of the Commission promulgated thereunder or otherwise to be a part of or included in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement, the General Disclosure Package or the Prospectus, including those made pursuant to Rule 424(b) under the 1933 Act or such other rule under the 1933 Act as may be applicable to the Company, shall be deemed to mean and include, without limitation, the filing of any document under the 1934 Act which is or is deemed to be incorporated by reference in or otherwise deemed under the rules of the Commission promulgated thereunder or otherwise to be a part of or included in the Registration Statement and or the Prospectus fairly presents Prospectus, as the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretocase may be, as of any specified date.