Common use of Preparation of the Financial Statements Clause in Contracts

Preparation of the Financial Statements. The financial statements included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except in the case of unaudited interim financial statements, which are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration 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 financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus, together with the related schedules, if any, and notesor in any supplement thereto or amendment thereof, present fairly, in all material respects, respects (i) the consolidated financial position of the Company and its consolidated subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the statement results of operations, stockholders’ equity their respective operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Act, captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma financial statements of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith 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 Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the combined financial position of TR Holdings and the Company entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The historical financial data set forth in the Prospectus under the Securities Actcaptions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The condensed pro forma combined financial statements of the Disclosure Package Combined Entities and the Prospectus. The interactive data in eXtensible Business Reporting Language related notes thereto included in the Registration Statement, prospectus under the Disclosure Package and the Prospectus caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith 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 pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements included in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedules, if any, schedules and notes, included in the Offering Memorandum present fairly, fairly in all material respects, respects the consolidated financial position of the Company entities to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Summary–Summary of Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus “Selected Financial Data” fairly present fairly, in all material respects, respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The pro forma consolidated financial data of the Company and its subsidiaries and the related notes thereto included under the caption “Summary–Summary of Selected Financial Data,” “Selected Financial Data” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein 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. Except as The statistical and market-related data and forward-looking statements included therein, no historical in the Offering Memorandum are based on or pro forma financial statements or supporting schedules are required derived from sources that the Company and its subsidiaries believe to be included or incorporated by reference reliable and accurate in all material respects and represent their good faith estimates that are made on the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as basis of data derived from such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectussources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Offering Memorandum and the Pricing 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 filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Prospectus Summary--Summary Historical Financial Data", "Selected Historical Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma financial statements of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption "Prospectus Summary - Selected Historical and Pro Forma Financial Data", "Selected Historical and Pro Forma Financial Data" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements included in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedules, if any, schedules and notes, included in the Offering Memorandum present fairly, in all material respects, fairly the consolidated financial position of the Company entities to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) principles, as applied in the United States, on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the captions “Offering Memorandum Summary—Summary Historical and Pro Forma Financial and Operating Data” and “Selected Historical Consolidated Financial Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption “Selected Offering Memorandum Summary—Summary Historical and Pro Forma Financial and Operating Data,” “Unaudited Pro Forma Consolidated Financial Data” included and elsewhere in the Registration Statement, the Disclosure Package and the Prospectus Offering Memorandum present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included contained therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included in or incorporated by reference into the Registration Statement, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Prospectus present fairly, fairly in all material respects, respects the consolidated financial position of the Company entities to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements in all material respects have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim financial statements, which are subject to normal year-end audit adjustments that are not expected to be material related notes thereto or in the Preliminary Prospectus and the exclusion of certain footnotesProspectus. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Prospectus under the caption captions “Selected Summary—Summary Consolidated Historical Financial Data of OMH and its Subsidiaries,” “Summary—Summary Consolidated Historical Financial Data of SFC and its Subsidiaries,” “Unaudited Pro Forma Condensed Consolidated Financial DataInformation of OMH and its Subsidiaries” included in the Registration Statementand “Unaudited Pro Forma Condensed Consolidated Financial Information of SFC and its Subsidiaries”, the Disclosure Package and the Prospectus fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included incorporated by reference into the Prospectus except as otherwise stated therein. Except as 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 and incorporated by reference in each of the Preliminary Prospectus, the Prospectus and the Registration Statement present fairly in all material respects the information contained therein, no historical or have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements or supporting schedules are required to be included or incorporated by reference and have been properly presented on the basis described therein, and the assumptions used in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There preparation thereof are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package reasonable and the Prospectusadjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language included incorporated by reference in the Registration 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 historical financial statements of the Company and the related notes and schedules thereto included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except in the case of unaudited interim financial statements, which are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the General Disclosure Package and 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 results of their operations, stockholders’ equity and cash flows for the periods specified in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The unaudited pro forma condensed consolidated financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on a basis consistent with that of the audited bases described therein, and unaudited financial statements included the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the Securities Act, the Securities 1933 Act Regulations or the Exchange 1933 Act Regulations. There are no All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in comply with Regulation G of the Registration Statement1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the Disclosure Package and the Prospectusextent applicable. The interactive data in eXtensible Business Reporting Language included incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’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 and included in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus, together with the related schedules, if any, schedules and notes, present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ ' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods involved, except as may be stated in the case of unaudited interim financial statementsrelated notes thereto, which are subject to normal year-end audit adjustments that are not expected to be material and the exclusion requirements of certain footnotesRegulation S-X of the Commission. The supporting schedulesAll 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, if any, present fairly in accordance with GAAP to the information required to be stated thereinextent applicable. The selected historical financial data set forth under and the caption “Selected Consolidated Financial Data” summary financial information included in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus present fairly, in all material respects, fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Prospectus or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the ProspectusAct. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package 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", "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 consistent with that of the audited financial statements contained in the Registration Statement and each Applicable Prospectus. To the Company's knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and included in any Applicable Prospectus.

Preparation of the Financial Statements. The financial statements included together with the related notes thereto incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus, together with Prospectus present fairly the related schedules, if any, 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 results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. No other financial statements, which statements are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, . The selected financial data and the Disclosure Package summary financial information included in the Preliminary Prospectus and the Prospectus present fairly, in all material respects, fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus. 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 related notes present fairly presents the information called for in all material respects and has shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The audited and unaudited consolidated financial statements included and related notes of the Company and its Subsidiaries contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with Final Offering Memorandum (the related schedules, if any, and notes, “Financial Statements”) fairly present fairly(subject, in all material respectsthe case of the unaudited consolidated financial statements, to normal year-end adjustments) the financial position position, results of operations, cash flows and, in the case of the audited consolidated financial statements, changes in stockholders’ equity of the Company and its consolidated subsidiaries at the dates indicated and the statement of operationsSubsidiaries, stockholders’ equity and cash flows as of the Company respective dates and its consolidated subsidiaries for the respective periods specified; said financial statements to which they apply and have been prepared in conformity accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied on a consistent basis throughout the periods involved, involved (except as otherwise expressly disclosed 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 footnotesnotes thereto). The supporting schedules, if any, present fairly non-GAAP financial measures set forth in accordance the Final Offering Memorandum comply with GAAP the information required to be stated therein. Regulation G and Item 10(e) of Regulation S-K. The selected historical financial data (other than pro forma or as adjusted data) set forth under the caption “Summary Historical and Pro Forma Consolidated Financial Information” and “Selected Historical Consolidated Financial DataInformation” included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have Final Offering Memorandum has been compiled prepared on a basis consistent with that of the audited 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. The unaudited financial statements included therein. Except as included therein, no historical or pro forma and as adjusted financial statements or supporting schedules are required to be included or incorporated by reference information contained in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has Final Offering Memorandum have been prepared in accordance with the Commission’s rules requirements of Regulation S-X and guidelines applicable theretogive effect to assumptions used in the preparation thereof on a reasonable basis and in good faith. All other financial, statistical and market and industry-related data included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Company reasonably believes to be reliable and accurate in all material respects.

Preparation of the Financial Statements. (i) The audited consolidated financial statements included for the fiscal years ended December 31, 2019, 2018 and 2017 of Prologis and the Issuer, together with the related notes thereto and related schedules incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus, together with present fairly the related schedulesconsolidated financial position of Prologis, if any, and notes, present fairly, in all material respects, or the consolidated financial position of the Company Issuer, as applicable, as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their respective operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements and related schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the summary financial information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus present fairly, fairly in all material respects, respects the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or Preliminary Prospectus and the Prospectus under the Securities ActProspectus. In addition, the Securities Act Regulations or pro forma condensed combined financial statements of Prologis and the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined Issuer and the related notes thereto incorporated by the rules and regulations of the Commission) reference in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus fairly presents the information called for present fairly, in all material respects and has respects, the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable 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 set forth in clause (ii) below, no other financial statements or supporting schedules are required to be included in the Registration Statement. (ii) The audited consolidated financial statements for the fiscal years ended December 31, 2018, 2017 and 2016 of Liberty and LPT, together with the related notes thereto and related schedules incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, present fairly the consolidated financial position of LPT, or the consolidated financial position of Liberty, as applicable, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included in or incorporated by reference into the Registration Statement, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Prospectus present fairly, fairly in all material respects, respects the consolidated financial position of the Company entities to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements in all material respects have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim financial statements, which are subject to normal year-end audit adjustments that are not expected to be material related notes thereto or in the Preliminary Prospectus and the exclusion of certain footnotesProspectus. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Prospectus under the caption captions “Selected Summary–Summary Consolidated Historical Financial Data of OMH and its Subsidiaries,” “Summary–Summary Consolidated Historical Financial Data of SFC and its Subsidiaries,” “Unaudited Pro Forma Condensed Consolidated Financial DataInformation of OMH and its Subsidiaries” included and “Unaudited Pro Forma Condensed Consolidated Financial Information of SFC and its Subsidiaries” and set forth in Parent’s Current Report on Form 8-K/A filed with the Registration StatementCommission on January 29, 2016 (incorporating by reference Exhibit 99.2 to Parent’s Current Report on Form 8-K filed with the Disclosure Package and the Prospectus Commission on April 27, 2015), fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included incorporated by reference into the Prospectus except as otherwise stated therein. Except as 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 and incorporated by reference in each of the Preliminary Prospectus, the Prospectus and the Registration Statement present fairly in all material respects the information contained therein, no historical or have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements or supporting schedules are required to be included or incorporated by reference and have been properly presented on the basis described therein, and the assumptions used in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There preparation thereof are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package reasonable and the Prospectusadjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language included incorporated by reference in the Registration 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 filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Summary--Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma combined financial information of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption "Summary--Summary Consolidated Financial Data" and "Selected Unaudited Pro Forma Combined Financial Data" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Prospectus Summary -- Summary Financial Data", "Selected Historical and Pro Forma Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma consolidated financial statements of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption "Prospectus Summary -- Summary Financial Data", "Selected Historical and Pro Forma Financial Data" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions

Preparation of the Financial Statements. The financial statements included together with the related notes thereto incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus, together with Prospectus present fairly the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries and Catellus and its subsidiaries, as applicable, as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. No other financial statements, which statements or supporting schedules are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, . The selected financial data and the Disclosure Package summary financial information included in the Preliminary Prospectus and the Prospectus present fairly, fairly in all material respects, respects the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus. In addition, any pro forma financial statements of the Company and its subsidiaries and the related notes thereto included in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly presents the information called for shown therein, have been prepared in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and in the opinion of the Company the assumptions used in the preparation thereof were reasonable at the time made and the adjustments used therein were based upon good faith estimates and assumptions believed by the Company to be reasonable at the time made.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries subsidiaries, and the financial position of the Communications Systems Division of General DataComm, Inc. ("CSD"), in each case as of and at the dates indicated and the statement results of operations, stockholders’ equity their respective operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Prospectus Summary--Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma consolidated financial statements of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption "Pro Forma Consolidated Financial Statements" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Enhanced Response Technologies and their respective subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. Such financial statements and supporting schedule have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Prospectus Summary--Summary Financial Data", "Selected Consolidated Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma consolidated financial information of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the captions "Prospectus Summary--Summary Financial Data", "Selected Consolidated Financial Data", "Pro Forma Consolidated Financial Information" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, 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, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. No other financial statements, which statements or supporting schedules are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated thereinincluded in the Registration Statement. The selected historical financial data set forth in the Prospectus under the caption captions “Summary—Summary Consolidated Financial Data”, “Selected Consolidated Financial Data”, “Unaudited Pro Forma Consolidated Statements of Operations” included in the Registration Statement, the Disclosure Package and the Prospectus “Capitalization” present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference contained in the Registration Statement. Except as otherwise disclosed in the prospectus, the Disclosure Package or pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the captions “Summary—Summary Consolidated Financial Data”, “Selected Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Statement of Operations” and elsewhere in the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration StatementStatement present fairly, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has respects, the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements of the Company included in the Registration Statement, Disclosure Document present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of and at the dates indicated and present fairly the statement results of operations, stockholders’ equity operations and cash flows flow of the Company and its consolidated subsidiaries for of and at the periods specified; said dates indicated. The financial statements of NEG Oil & Gas, LLC included in the Disclosure Document present fairly the consolidated financial position of NEG Oil & Gas, LLC and its consolidated subsidiaries as of and at the dates indicated and present fairly the results of operations and cash flow of NEG Oil & Gas, LLC and its consolidated subsidiaries of and at the dates indicated. Such financial statements of the Company and NEG Oil & Gas, LLC comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Disclosure Document under the caption captions “Summary—Summary Consolidated Historical and Combined Pro Forma Financial Data”, “Capitalization”, and “Selected Consolidated Historical Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited complete financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required of the consolidated entity to be included or incorporated by reference which they relate contained in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act RegulationsDocument. There are no “non-GAAP The pro forma condensed consolidated financial measures” (as such term is defined by the rules and regulations statements of the Commission) in the Registration Statement, the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive related notes thereto and the other pro forma financial data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has Document have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the 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.

Preparation of the Financial Statements. The consolidated financial statements included in of the Registration Statement, the Disclosure Package and the ProspectusCompany, together with the related schedules, if any, and notes, included in the Offering Memorandum present fairly, 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, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the 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 footnotesrelated notes thereto. [The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the caption “Selected captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data” included in the Registration Statement, the Disclosure Package and the Prospectus " fairly present fairly, in all material respects, respects the historical financial information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained in the Offering Memorandum. Except as included therein, no historical or The unaudited pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations data of the Commission) in the Registration StatementCompany and its Subsidiaries, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language related notes thereto included in the Registration Statement, the Disclosure Package and the Prospectus Offering Memorandum present fairly presents the information called for in all material respects and has the information contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.](5)

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included or incorporated by reference in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . 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 supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Prospectus Summary--Summary Consolidated Financial Data", "Selected Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, the Disclosure Package and the Prospectus. The interactive pro forma financial data of the Company and its subsidiaries included under the caption "Prospectus Summary--Summary Consolidated Financial Data" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements included in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedules, if any, and notes, included or incorporated by reference in the Prospectus and in the Registration Statement fairly present fairly, in all material respects, respects the consolidated financial position of of, respectively, the Company and its consolidated subsidiaries subsidiaries, and their respective results of operations and changes in cash flows at the respective dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries or for the respective periods therein specified; said financial . Such statements and related notes have been prepared in conformity accordance with U.S. the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved except as may be set forth in the case of unaudited interim related notes included or incorporated by reference in the Prospectus. The financial statements, which are subject to normal year-end audit adjustments that are not expected to be material and together with the exclusion of certain footnotes. The supporting schedulesrelated notes, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly, comply in all material respects, the information shown therein and have been compiled on a basis consistent respects with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or Regulation S‑X. The pro forma and pro forma as adjusted financial statements or supporting schedules are required to be information and the related notes included or incorporated by reference in the Registration Statement and the 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, 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. 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 summary and selected financial data and the summary and selected pro forma financial data included or incorporated by reference in the Prospectus and the Registration Statement, respectively, fairly present in all material respects the Disclosure Package or information shown therein as at the Prospectus under respective dates and for the Securities Actrespective periods specified and are derived, respectively from the Securities Act Regulations or consolidated financial statements and the Exchange Act Regulations. There are no “non-GAAP pro forma financial measures” (as such term is defined by the rules and regulations of the Commission) statements set forth in the Registration Statement, the Disclosure Package Pricing Prospectus and the ProspectusProspectus and other financial information. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus Statement 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 in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedules, if any, schedules and notes, included in the Offering Memorandum present fairly, in all material respects, fairly the consolidated financial position of the Company entities to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Summary Historical and Pro Forma Consolidated Financial and Other Data of Nexstar,” “Summary Historical Combined Financial Data of the Newport Assets” and “Selected Consolidated Historical Financial and Other Data” included in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The pro forma combined financial statements of the Issuer and their subsidiaries and the related notes thereto included therein. Except as included under the caption “Offering Memorandum Summary– Summary Historical and Pro Forma Consolidated Financial and Other Data of Nexstar,” and “Unaudited Pro Forma Combined Financial Data” and elsewhere in the Offering Memorandum present fairly the information contained therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference have been prepared in accordance with Regulation S-X and have been properly presented on the bases described therein, and the assumptions used in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There preparation thereof are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package reasonable and the Prospectusadjustments used therein are appropriate to give effect to the Transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Offering Memorandum and the Pricing 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. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Prospectus present fairly, in all material respects, fairly the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity its operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Summary--Summary Financial Data," "Selected Financial Data" and "Capitalization" fairly present, in all material respects, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data Company's ratio of earnings to fixed charges set forth in eXtensible Business Reporting Language the Prospectus under the captions "Summary - Summary Financial Data," "Selected Financial Data" and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. No pro forma financial information is required to be included in the Registration 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.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectuses present fairly (i) the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows for the periods specified and (ii) present fairly the consolidated financial position of the Acquired Entities and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements of the Company and its consolidated subsidiaries for the periods specified; said financial statements of the Acquired Entities have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or the Prospectus Prospectuses under the Securities Actcaptions "Summary Financial Data", "Capitalization" and "Selected Financial Data" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma condensed financial statements of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption "Summary Financial Data" and elsewhere in eXtensible Business Reporting Language included the Prospectuses and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The historical financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, together with Prospectus present fairly the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries and PGS Onshore and its subsidiaries, as applicable, as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements and supporting schedules comply as to form with the applicable accounting requirements under the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) principles, as applied in the United States, applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under the captions “Summary—Summary Historical and Pro Forma Combined Financial Data” and “Selected Financial Data” and elsewhere in or incorporated by reference in the Disclosure Package fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference contained in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included as an exhibit to the Form 8-K of the Company filed with the Commission on December 7, 2009 and incorporated by reference in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus and elsewhere in the Disclosure Package and the Prospectus present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package each preliminary prospectus and the Prospectus, together with Prospectus present fairly the related schedules, if any, 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 results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Summary--Summary Financial Data", "Selected Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma financial data of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption "Summary--Summary Financial Data", "Selected Financial Data", "Unaudited Pro forma Combined Financial Information" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements included in statements, together with the related notes and schedules, filed with the Commission as a part of or incorporated within the Registration Statement, the Final Prospectus and the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in or incorporated in the Registration Statement, the Final Prospectus and the Disclosure Package present fairly, in all material respects, the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity accordance with U.S. generally accepted accounting principles (“GAAP”) 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 and, 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. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma No other financial statements or supporting schedules are required to be included in or incorporated by reference in the Registration Statement, the Final Prospectus and the Disclosure Package Package. The financial data set forth or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) incorporated in the Registration Statement, the Final Prospectus and the Disclosure Package under the captions “Selected Financial Data” and the Prospectus. The interactive data “Ratio of Earnings to Fixed Charges” exhibit fairly present, in eXtensible Business Reporting Language included all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained, incorporated or deemed to be incorporated in the Registration Statement, the Disclosure Package Final Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoDisclosure Package.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma No other financial statements or supporting schedules are required to be included or in the Registration Statement. The financial data set forth in the Prospectus under the captions “Prospectus Supplement Summary—Summary Consolidated Financial Data”, “Capitalization” and “Financial Ratios” 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 financial statements of the Company and its subsidiaries and the related notes thereto incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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 Company’s ratios of earnings to fixed charges set forth in the Prospectus under the caption “Financial Ratios” and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulations S-K under the Securities Act.

Preparation of the Financial Statements. The Each of (i) the audited financial statements (including the notes thereto) of the Parent, (ii) the audited financial statements (including the notes thereto) of Blacksmith and its consolidated subsidiaries and (iii) the audited financial statements (including the notes thereto) of the GSK Brands, in each case, included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Offering Memorandum present fairly, fairly in all material respects, respects the financial position of the Company Parent, Blacksmith, and its consolidated subsidiaries the GSK Brands, respectively, as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of Parent, Blacksmith and the Company GSK Brands, respectively, as of and its consolidated subsidiaries at the date and for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as otherwise expressly stated in the case of unaudited interim Offering Memorandum and the related notes to such financial statements, which are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Selected Summary–Summary Historical and Pro Forma Consolidated Financial Dataand Other Data of Prestige Brands Holdings, Inc.” included in the Registration Statement, the Disclosure Package and the Prospectus “Summary–Summary Historical Combined Financial Data of The GSK Brands” fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the applicable audited and unaudited financial statements included thereincontained in the Offering Memorandum. Except as may be stated in the Offering Memorandum, the pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the captions “Summary—Summary Historical and Pro Forma Consolidated Financial and Other Data of Prestige Brands Holdings, Inc.,” “Unaudited Pro Forma Combined Financial Data” and elsewhere in the Offering Memorandum present fairly the information contained therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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 transaction and circumstances referred to therein. The statistical and market‑related data and forward‑looking statements included or incorporated by reference in the Offering Memorandum are based on or derived from sources that Parent, the Company 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration StatementPreliminary Prospectus, the Disclosure Package Time of Sale Prospectus and the Prospectus, together with Prospectus present fairly the related schedules, if any, and notes, present fairly, in all material respects, the (A) financial position of the Company and its consolidated subsidiaries subsidiaries, and (B) the financial position of Realty Capital Securities, LLC, as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package Statement or the any Applicable Prospectus. The historical financial data set forth in each Applicable Prospectus under the Securities Act, caption “[Prospectus Summary—Summary Selected Historical and Pro Forma Combined Consolidated Financial Data],” under the Securities Act Regulations or caption “Capitalization,” and under the Exchange Act Regulations. There are no caption “non-GAAP financial measures” (as such term is defined by the rules and regulations [Selected Financial Data of the Commission) Operating Subsidiaries]” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Disclosure Package Statement and the each Applicable Prospectus. The interactive data pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption “Capitalization,” and under the caption “[Unaudited Pro Forma Combined Consolidated Financial Statements]” and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with Article 11 of Regulation S-X with respect to pro forma financial statements and have been properly presented on the Commissionbases 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. No person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the Public Company Accounting Oversight Board, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and included in any Applicable Prospectus (it being agreed that the foregoing representation is made only to the Company’s rules and guidelines applicable theretoknowledge with respect to any person).

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Prospectus present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries subsidiary as of and at the dates indicated and the statement results of operations, stockholders’ equity its operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said specified on the basis stated therein. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP The financial measures” (as such term is defined by the rules and regulations data set forth in each of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language preliminary prospectus included in the Registration Statement, the Disclosure Package and the Prospectus under the captions “Summary—Summary Consolidated Financial Data”, “Selected Consolidated Financial Data” and “Capitalization” fairly presents present the information called for set forth therein on a basis consistent with that of the audited financial statements contained in all material respects the Registration Statement. The pro forma financial statements of the Company and has its subsidiary and the related notes thereto included in each of the preliminary prospectus included in the Disclosure Package and the Prospectus present fairly the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the 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.

Preparation of the Financial Statements. The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedules, if any, schedules and notes, included or incorporated by reference in the Offering Memorandum present fairly, in all material respects, fairly the consolidated financial position of the Company entities to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth or incorporated by reference in the Offering Memorandum under the caption captions “Selected Summary Historical Consolidated Financial Dataand Other Data of Nexstar” included in the Registration Statement, the Disclosure Package and the Prospectus “Summary Historical Consolidated Financial and Other Data of Media General” fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained or incorporated by reference in the Offering Memorandum. Except as included therein, no historical or The pro forma combined financial statements or supporting schedules are required to be of the Parent and its subsidiaries and the related notes thereto included or incorporated by reference in the Registration StatementOffering Memorandum present fairly the information contained therein, have been prepared in accordance with Regulation S-X and have been properly presented on the Disclosure Package or bases described therein, and the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) assumptions used in the Registration Statement, the Disclosure Package preparation thereof are reasonable and the Prospectusadjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Offering Memorandum and the Pricing 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. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Prospectus present fairly, in all material respects, fairly the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity its operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Prospectus Summary--Summary Selected Financial Data", "Selected Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma financial statements of the Disclosure Package Company and the Prospectus. The interactive data related notes thereto included under the caption "Prospectus Summary--Summary Pro Forma Selected Financial Data", "Pro Forma Selected Financial Data" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s " rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements included in the Registration Statementstatements, the Disclosure Package and the Prospectus, --------------------------------------- together with the related schedules, if any, schedules and notes, to be included in the Offering Memorandum will present fairly, in all material respects, fairly the consolidated financial position of the Company and its consolidated respective subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. The financial statements, which are subject to normal year-end audit adjustments that are not expected data to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the caption “Selected captions "Offering Memorandum Summary--Summary Historical and Pro Forma Condensed Consolidated Financial Data” included in the Registration Statement, the Disclosure Package " and the Prospectus "Selected Historical Consolidated Financial Data" fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The pro forma consolidated, condensed financial statements of the Issuers and their respective subsidiaries and the related notes thereto included therein. Except as included under the caption "Offering Memorandum Summary--Summary Historical and Pro Forma Condensed Consolidated Financial Data", "Unaudited Pro Forma Consolidated Financial Statements" and elsewhere in the Offering Memorandum will present fairly the information contained therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith respect to pro forma financial statements, except that Adjusted EBITDA and broadcast cash flow are not within the scope of the Commission's guidelines, 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.

Preparation of the Financial Statements. The financial statements included together with the related notes thereto incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus, together with Prospectus present fairly the related schedules, if any, 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 results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. No other financial statements, which statements are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, . The selected financial data and the Disclosure Package summary financial information included in the Preliminary Prospectus and the Prospectus present fairly, in all material respects, fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus. 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 related notes present fairly presents the information called for in all material respects and has shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

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, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Prospectus present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries subsidiary as of and at the dates indicated and the statement results of operations, stockholders’ equity its operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said specified on the basis stated therein. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP The financial measures” (as such term is defined by the rules and regulations data set forth in each of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language preliminary prospectus included in the Registration Statement, the Disclosure Package and the Prospectus under the captions “Summary—Summary Consolidated Financial Data”, “Selected Consolidated Financial Data” and “Capitalization” fairly presents present the information called for set forth therein on a basis consistent with that of the audited financial statements contained in all material respects the Registration Statement. The pro forma financial statements of the Company and has its subsidiary and the related notes thereto included in each of the preliminary prospectus included in the Disclosure Package and the Prospectus or incorporated by reference in each of the preliminary prospectus included in the Disclosure Package and the Prospectus present fairly the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the 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.

Preparation of the Financial Statements. The financial statements included in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedules, if any, schedules and notes, included or incorporated by reference in the Offering Memorandum present fairly, fairly in all material respects, respects the consolidated financial position of the entities (including the Company and its consolidated subsidiaries Subsidiaries and Sealy and its Subsidiaries) to which they relate as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Selected Summary–Summary Consolidated Financial Data–Tempur-Pedic,” included in the Registration Statement, the Disclosure Package “Summary–Summary Consolidated Financial Data–Sealy,” “Selected Historical Financial Information–Tempur-Pedic” and the Prospectus “Selected Historical Financial Information–Sealy” fairly present fairly, in all material respects, respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The pro forma condensed combined financial statements of the Company and its Subsidiaries and the related notes thereto included therein. Except as included under the captions “Summary–Summary Unaudited Pro Forma Consolidated Financial Data,” “Capitalization” and “Unaudited Pro Forma Condensed Combined Financial Information” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, no historical or 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 and forward-looking statements included in the Offering Memorandum are based on or supporting schedules are required derived from sources that the Company believes to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package reliable and the ProspectusCompany believes such data is accurate in all material respects and represents its good faith estimates that are made on the basis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Offering Memorandum and the Pricing 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 filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly and accurately (i) the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows for the periods specified and (ii) the revenue and certain expenses of the Company and its consolidated subsidiaries Sheridan Plaza at Inverness, LLC for the periods specified; said . Any supporting schedules included in the Registration Statement present fairly and accurately the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case related notes thereto. The pro forma consolidated financial statements of unaudited interim financial statements, which are subject to normal year-end audit adjustments that are not expected the Company and its subsidiaries and the related notes thereto and the statement of estimated taxable operating results and cash to be material made available by operations based thereon included in the Prospectus and the exclusion of certain footnotes. The supporting schedules, if any, Registration Statement present fairly and accurately the information contained therein, have been prepared in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package Commission's rules and the Prospectus present fairly, in all material respects, the information shown therein guidelines with respect thereto and have been compiled properly presented on a basis consistent with that of the audited bases described therein, and unaudited financial statements included the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or . The financial data set forth in the Prospectus under the Securities Act, captions "Prospectus Summary--Summary Financial Data," "Selected Financial Information" and "Capitalization" fairly and accurately present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) financial statements contained in the Registration Statement, Statement when read in conjunction with the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language textual information included in the Registration 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 theretothose sections.

Preparation of the Financial Statements. The financial statements included together with the related notes thereto incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus, together with Prospectus present fairly the related schedules, if any, 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 results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. No other financial statements, which statements are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, . The selected financial data and the Disclosure Package summary financial information included in the Preliminary Prospectus and the Prospectus present fairly, in all material respects, fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus. 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 related notes present fairly presents the information called for in all material respects and has shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedulesschedules and notes thereto, if any, filed with the Commission as a part of the Registration Statement and notes, included in the Prospectus and the Disclosure Package present fairly, in all material respects, fairly the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. The pro forma financial statements, which are subject to normal year-end audit adjustments that are not expected to be material statements and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” related notes thereto included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Other than the financial statements included in the Registration Statement, no other financial statements or supporting schedules are required to be included therein. The financial data and financial information included in the Prospectus and the Disclosure Package under the captions “Selected Financial Data” and “Unaudited Selected Pro Forma Combined Financial Data” present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereinin the Registration Statement. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference All disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in comply with Regulation G under the Registration Statement1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration 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 theretoextent applicable.

Preparation of the Financial Statements. The financial statements included in the Registration Statement, the Disclosure Package of ASG LLC and the ProspectusGroup, together with the related supporting schedules, if any, and notes, included in the Offering Memorandum present fairly, fairly in all material respects, respects the consolidated financial position of the Company each of ASG LLC and its consolidated Group and their respective subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Offering Memorandum Summary—Summary Consolidated Financial Information” and “Selected Consolidated Historical Financial DataInformation” included in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained in the Offering Memorandum. Except as included therein, no historical or The pro forma consolidated condensed financial statements or supporting schedules are required to be of ASG LLC and its subsidiaries and the related notes thereto included or incorporated by reference under the caption “Offering Memorandum Summary—Summary Consolidated Financial Information” and elsewhere in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus Offering Memorandum present fairly presents the information called for in all material respects and has the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement included in each Applicable Prospectus present fairly the Registration Statementconsolidated financial position, the Disclosure Package consolidated results of operations, cash flows and the Prospectus, together with the related schedules, if any, and notes, present fairly, changes in all material respects, the financial position stockholders’ equity of the Company and its consolidated subsidiaries as of and at the dates indicated, the combined financial position, the combined results of operations, cash flows and changes in stockholders’ equity of Senior Lifestyle 2004 Portfolio as of and at the dates indicated, the financial position, the results of operations, cash flows and changes in stockholders’ equity of Senior Lifestyle Jupiter, L.P. as of and at the dates indicated and the statement consolidated financial position, the consolidated results of operations, cash flows and changes in stockholders’ equity of WSL Holdings IV, LLC as of and cash flows of at the Company and its consolidated subsidiaries for the periods specified; said dates indicated. Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package Statement or the any Applicable Prospectus. The financial data set forth in each Applicable Prospectus under the Securities Act, captions “Capitalization” fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, the Disclosure Package Statement and the each Applicable Prospectus. The interactive data pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the captions “Summary Pro Forma Financial and Other Data” and “Selected Pro Forma Financial Information” and elsewhere in eXtensible Business Reporting Language included each Applicable Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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. No person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and included in any Applicable Prospectus.

Preparation of the Financial Statements. The consolidated historical financial statements of the Company and the related notes and schedules thereto included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules, if any, 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, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared specified in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved (except as otherwise noted therein). Except as disclosed therein, 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. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data and summary financial information of the Company set forth under the caption captions “Selected Prospectus Summary—Summary Historical Consolidated Financial Data” included and “Selected Historical Consolidated and Combined Financial Data” in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference contained in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the General Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language unaudited pro forma condensed consolidated financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly presents the information called for in all material respects and has shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedules, if any, schedules and notes, included or incorporated by reference in the Offering Memorandum present fairly, in all material respects, fairly the consolidated financial position of the Company entities to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth or incorporated by reference in the Offering Memorandum under the caption captions “Selected Summary Historical Consolidated Financial Dataand Other Data of Nexstar” included in the Registration Statement, the Disclosure Package and the Prospectus “Summary Historical Consolidated Financial and Other Data of Tribune” fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained or incorporated by reference in the Offering Memorandum. Except as included therein, no historical or The pro forma combined financial statements or supporting schedules are required to be of the Parent and its subsidiaries and the related notes thereto included or incorporated by reference in the Registration StatementOffering Memorandum present fairly the information contained therein, have been prepared in accordance with Regulation S-X and have been properly presented on the Disclosure Package or bases described therein, and the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) assumptions used in the Registration Statement, the Disclosure Package preparation thereof are reasonable and the Prospectusadjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Offering Memorandum and the Pricing 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. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Nexstar Parties believe to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries and Team Alliance Technology Partners, L.P. ("Team Alliance") as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Prospectus Summary--Summary Consolidated and Pro Forma Consolidated Financial Data", "Selected Consolidated and Pro Forma Consolidated Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma consolidated financial statements of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data in eXtensible Business Reporting Language related notes thereto included in under the Registration Statement, the Disclosure Package caption "Prospectus Summary--Summary Consolidated and the Prospectus Pro Forma Consolidated Financial Data" and "Selected Consolidated and Pro Forma Consolidated Financial Data" present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries subsidiaries, Ficon Technology, Inc. ("Ficon"), T.sqware, Inc. ("T.sqware") and iCompression, Inc. ("iCompression"), as the case may be, as of and at the dates indicated and the statement results of operations, stockholders’ equity their respective operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and any supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Summary--Summary Historical Financial Data", "Selected Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, the Disclosure Package . The pro forma financial statements and the Prospectus. The interactive data related notes thereto included under the caption "Summary--Summary Pro Forma Financial Data", "Unaudited Pro Forma Combined Financial Information" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith 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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X under the Securities Act.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States, (“"U.S. GAAP”") applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Act, captions "Summary--Summary Consolidated Financial Data," "Selected Consolidated Financial Capitalization Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, Statement other than the Disclosure Package absence of footnotes. The pro forma and pro forma as adjusted consolidated balance sheet data of the Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption "Summary--Summary Consolidated Financial Data," "Selected Consolidated Financial Data" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedulesnotes thereto contained or incorporated by reference in the Pricing Disclosure Package, if any, the Preliminary Offering Memorandum and notes, the Final Offering Memorandum present fairly, fairly in all material respects, respects the consolidated financial position of the Company entities to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said specified therein. Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case related notes thereto. The summary financial information included under the captions “Summary Historical Consolidated Financial Data of unaudited interim financial statementsthe Company” and “Summary Historical Consolidated Financial Data of the Acquired Businesses” in the Pricing Disclosure Package, which are subject to normal year-end audit adjustments that are not expected to be material the Preliminary Offering Memorandum and the exclusion of certain footnotes. The supporting schedules, if any, Final Offering Memorandum present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, respects the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereinin the Preliminary Offering Memorandum and the Final Offering Memorandum. Except as included thereinotherwise disclosed in the Preliminary Offering Memorandum, no historical or the Pricing Disclosure Package and the Final Offering Memorandum, the pro forma financial information and the related notes thereto included therein present fairly in all material respects the information shown therein, have been prepared in accordance with Commission’s rules and guidelines with respect to pro forma financial statements, and the assumptions 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 in each of the Preliminary Offering memorandum, the Pricing Disclosure Package and the Final Offering Memorandum. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Offering Memorandum or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration 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 theretoFinal Offering Memorandum.

Preparation of the Financial Statements. The financial statements included together with the related notes thereto, incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus, together with Prospectus present fairly the related schedules, if any, 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 results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. No other financial statements, which statements are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, . The selected financial data and the Disclosure Package summary financial information included in the Preliminary Prospectus and the Prospectus present fairly, in all material respects, fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus. 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 related notes present fairly presents the information called for in all material respects and has shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The consolidated financial statements of the Company filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with Prospectus present fairly the related schedules, if any, 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 results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedulesfinancial statements of Cortek, if any, present fairly in accordance Inc. filed with GAAP the information required to be stated therein. The selected historical financial data set forth under Commission as a part of the caption “Selected Consolidated Financial Data” Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus present fairly the results of operations and cash flows of Cortek, Inc. for the periods specified. Such financial statements 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 are required to be included in the Registration Statement. The financial data set forth in each of the Statutory Prospectus and the Prospectus under the captions "Summary—Summary Consolidated Financial Data," "Selected Consolidated Financial Data" 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 summary consolidated pro forma as adjusted balance sheet data of the Company and its subsidiaries, the unaudited pro forma condensed combined consolidated statements of operations of the Company and its subsidiaries and the related notes thereto and the other pro forma information included or under the captions "Summary—Summary Consolidated Financial Data" and "Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations For the Year Ended December 31, 2005" in each of the Statutory Prospectus and the Prospectus and in the Registration Statement present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included contained therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith respect to pro forma financial statements and have been presented on the basis described therein, and, in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Preparation of the Financial Statements. The historical financial statements statements, together with the related schedules and notes, included in the Registration Statement, the Disclosure Package and the Prospectus, together with Prospectus present fairly the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries subsidiaries, Grant Geophysical, Inc. (“Grant”) and its subsidiaries, and Trace and its subsidiaries, as applicable, as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of for the periods specified. Such financial statements for the Company and its consolidated subsidiaries and for the periods specified; said financial statements Grant and its subsidiaries have been prepared in conformity with U.S. generally accepted accounting principles, as applied in the United States, and such financial statements for Trace and its subsidiaries have been prepared in conformity with the generally accepted accounting principles (“GAAP”) in Canada, applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus under the captions “Summary—Summary Historical and Unaudited Pro Forma Combined Financial Information” and “Selected Historical Consolidated Financial Information” and elsewhere in the Disclosure Package fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference contained in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption “Summary—Summary Historical Consolidated and Unaudited Pro Forma Combined Financial Information,” “Unaudited Pro Forma Combined Financial Information” and elsewhere in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Prospectus present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries of Hormos as of and at the dates indicated and the statement results of operations, stockholders’ equity their respective operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and the Exchange Act and have been prepared in conformity with U.S. the applicable generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 each of the Disclosure Package or preliminary prospectus and the Prospectus under the Securities Actcaptions "Prospectus Summary--Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma financial statements of the Disclosure Package Company and the Prospectus. The interactive data related notes thereto included in eXtensible Business Reporting Language included each of the preliminary prospectus and the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the 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.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement, Offering Memorandum present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Summary—Summary Consolidated Financial Information,” “Selected Consolidated Financial DataInformation” included in the Registration Statement, the Disclosure Package and the Prospectus “Capitalization” fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained in the Offering Memorandum. Except as included therein, no historical or The Company’s ratios of earnings to fixed charges set forth in the Offering Memorandum have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. The pro forma financial statements or supporting schedules are required to be included or data of the Company and its subsidiaries incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus Offering Memorandum present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma data and has 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Act, captions “Summary—Summary Selected Financial Information,” “Selected Financial Information” and “Capitalization” fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The unaudited pro forma financial information of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption “Unaudited Pro Forma Consolidated Financial Information” and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has Statement have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial information and have been properly presented on the bases described therein, and management believes that the assumptions used in the preparation thereof are reasonable and that the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Preparation of the Financial Statements. The financial statements included in of the Registration Statement, the Disclosure Package Company and the Prospectusfinancial statements of Multimedia Games, each together with the related schedules, if any, schedules and notes, included in the Offering Memorandum present fairly, in all material respects, fairly the consolidated financial position of the Company entities to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said , it being understood that unaudited interim financial statements are subject to normal, year-end audit adjustments. Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except in as may be otherwise specified therein or to the case of extent unaudited interim financial statements exclude footnotes or may be condensed or summary statements, which are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Summary—Summary Consolidated Historical and Pro Forma Financial Data for GCA and Summary Consolidated Historical Financial Data for Multimedia Games”, “Selected Consolidated Historical Financial DataData of GCA” included in the Registration Statement, the Disclosure Package and the Prospectus “Selected Historical Financial Data of Multimedia Games” fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained in the Offering Memorandum. Except as included may be otherwise specified therein, no historical or the pro forma consolidated financial statements or supporting schedules are required to be of the Company, its subsidiaries and the Multimedia Acquired Entities and the related notes thereto included or incorporated by reference under the captions “Offering Memorandum Summary—Summary Consolidated Historical and Pro Forma Financial Data for GCA and Summary Consolidated Historical Financial Data for Multimedia Games,” “Unaudited Pro Forma Condensed Combined Financial Statements” and elsewhere in the Registration StatementOffering Memorandum present fairly the information contained therein, have been prepared in accordance with GAAP and have been properly presented on the Disclosure Package or bases described therein, and the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) assumptions used in the Registration Statement, the Disclosure Package preparation thereof are reasonable and the Prospectusadjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive statistical and market-related data in eXtensible Business Reporting Language and forward-looking statements, including statements regarding synergies, cost savings and other financial projections, included in the Registration Statement, Offering Memorandum are based on or derived from sources that the Disclosure Package Company and the Prospectus fairly presents the information called for its subsidiaries believe to be reliable and 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 financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with Prospectus present fairly the related schedules, if any, 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 results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or preliminary prospectus and the Prospectus under the Securities Actcaptions “Prospectus Summary—Summary Selected Financial Data”, “Selected Financial Data” and “Capitalization” fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma consolidated financial statements of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption “Unaudited Pro Forma Consolidated Statements of Operations” and elsewhere in eXtensible Business Reporting Language included the preliminary prospectus and the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the 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.

Preparation of the Financial Statements. The audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the financial position notes of the Company and its consolidated subsidiaries at filed with the dates indicated Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the General Disclosure Package and the statement Prospectus (the “Financial Statements”) present fairly the financial position, results of operations, stockholders’ equity operations and cash flows of the Company and its consolidated subsidiaries subsidiaries, as of and at the dates and for the respective periods specified; said financial statements to which they apply and have been prepared in conformity accordance with U.S. generally accepted accounting principles (“GAAP”) of the United States, 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 involved (“GAAP”) and the exclusion requirements of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that Regulation S-X of the audited and unaudited financial statements included thereinCommission. Except as included 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 Disclosure Package Preliminary Prospectus or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act RegulationsProspectus. There are no “non-GAAP financial measures” (Except as such term is defined by the rules and regulations of the Commission) disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. The interactive , the financial data in eXtensible Business Reporting Language included set forth under “Capitalization” in the Registration Statement, the General Disclosure Package and the Prospectus has been prepared on a basis consistent with that of the Financial Statements and present fairly presents 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. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the unaudited pro forma financial information called for and related notes of the Company and its consolidated subsidiaries contained in all material respects the Registration Statement, the General Disclosure Package and has the Prospectus have been prepared in accordance with the Commission’s rules requirements of Regulation S-X of the Commission and guidelines applicable theretogive effect to assumptions used in the preparation thereof on a reasonable basis and in good faith. All other financial, statistical, and market and industry related data included in the General Disclosure Package and the Prospectus are fairly and accurately presented and are based on or derived from sources that the Company believes to be reliable and accurate.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectuses present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of each of the Company and its consolidated subsidiaries subsidiaries, The Xxxxxxxxx Benefit Corporation and PeopleMover, Inc., as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 historical financial data set forth in the Disclosure Package or the Prospectus Prospectuses under the Securities Actcaptions "Summary--Summary Historical and Pro Forma Financial Information", "Capitalization", "Unaudited Pro Forma Combined Financial Statements", "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements of the Company contained in the Registration Statement, . The pro forma combined financial statements of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data in eXtensible Business Reporting Language related notes thereto included in under the Registration Statement, the Disclosure Package and the Prospectus caption "Unaudited Pro Forma Combined Financial Statements" present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith 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 referred to therein; and the pro forma financial information of the Company and its subsidiaries and the related notes thereto included under the captions "Summary-Summary Historical and Pro Forma Financial Information", "Capitalization" and elsewhere in the Prospectuses and in the Registration Statement fairly prevents the information 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 referred to therein. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X of the Commission.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Enhanced Response Technologies and their respective subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. Such financial statements and supporting schedule have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Prospectus Summary--Summary Financial Data", "Selected Consolidated Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma consolidated financial information of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the captions "Prospectus Summary--Summary Financial Data", "Selected Consolidated Financial Data", "Pro Forma Consolidated Financial Information" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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

Preparation of the Financial Statements. The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectusof Holdings, together with the related schedules, if any, and notes, included in the Offering Memorandum present fairly, in all material respects, the consolidated financial position of the Company Holdings and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The financial statements of Holdings included in the Offering Memorandum comply as to form, in all material respects, with the applicable requirements of the Securities Act, other than with respect to the omission of operating segments disclosures. Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data with respect to Holdings and its subsidiaries set forth in the Offering Memorandum under the caption captions “Selected Offering Memorandum Summary—Summary Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum. The unaudited pro forma financial data of Holdings and its subsidiaries, and the related notes thereto, included in the Registration Statement, the Disclosure Package and the Prospectus Offering Memorandum present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included contained therein, no historical or and with the exception of Adjusted pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration StatementEBITDA, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements, and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Preparation of the Financial Statements. The consolidated financial statements of the Company filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus and the Disclosure Package and the ProspectusPackage, together with the related schedules, schedules (if any, ) and notesthe notes thereto, present fairly, in all material respects, fairly 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, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . All such financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. No other financial statements, which statements or supporting schedules are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Preliminary Prospectus or the Prospectus. The other financial data and financial information included in the Prospectus and the Disclosure Package under the captions “Selected Consolidated Financial Data,” and the Prospectus “Selected Quarterly Financial Data” present fairly, fairly in all material respects, respects the information shown shown, as of the dates presented, therein and have been compiled on a basis consistent with that of the audited and unaudited consolidated financial statements included thereinin the Registration Statement. Except as included therein, no All adjustments to historical or financial information to arrive at pro forma financial statements or supporting schedules information are required to be included or incorporated by reference reasonably based on the most recently available records of the Company. The financial information provided as of October 9, 2019 and disclosed in the Prospectus and the Disclosure Package are reasonably based on the most recently available records of the Company. All disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus Prospectus, including under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no caption “Prospectus Supplement Summary – Recent Developments – Preliminary Estimate of Third Quarter 2019 Results,” regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in comply with Regulation G under the Registration Statement1934 Act and Item 10 of Regulation S-K under the 1933 Act, to the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration 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 theretoextent applicable.

Preparation of the Financial Statements. The consolidated financial statements included of the Company filed with the Commission as a part of or incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus, together with Prospectus present fairly the related schedules, if any, and notes, 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, stockholders’ equity operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . 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 any supporting schedules thereto comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) principles, as applied in the United States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. The Registration Statement contains all financial statements, which are subject to normal year-end audit adjustments statements or supporting schedules that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated included or incorporated by reference therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package preliminary prospectus and the Prospectus under the captions “Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Information”, “Selected Historical Consolidated Financial Information” and “Capitalization” fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained in the Registration Statement. Except as included therein, no historical or The pro forma consolidated financial statements or supporting schedules are required to be of the Company and its Subsidiaries and DLS Drilling Logistics and Services Corporation and the related notes thereto included under the captions “Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Information” and “Unaudited Pro Forma As Adjusted Consolidated Financial Information”, and elsewhere in the preliminary prospectus and the Prospectus and in the Registration Statement or incorporated by reference in the Registration Statementpreliminary prospectus, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the 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.

Preparation of the Financial Statements. The financial statements included in Company Financial Statements and, to the Registration Statementbest of the Company’s knowledge, the Disclosure Package and the ProspectusHercules Financial Statements, together with the related schedulesschedules and notes thereto, if any, and notes, included in the Offering Memorandum present fairly, in all material respects, fairly the consolidated financial position of the Company entities as to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements (to the best of the Company’s knowledge, with regard to Hercules Financial Statements for periods prior to September 30, 2008) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Summary Historical Consolidated Financial Data of Ashland,” “Summary Historical Consolidated Financial Data of Hercules,” “Selected Historical Consolidated Financial DataData of Ashland” included in and “Selected Historical Consolidated Financial Data of Hercules” (to the Registration Statementbest of the Company’s knowledge with regard to Hercules financial data for periods prior to September 30, the Disclosure Package and the Prospectus 2008) fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The pro forma condensed financial statements of the Company and its subsidiaries and the related notes thereto included therein. Except as included under the captions “Summary Unaudited Pro Forma Combined Condensed Financial Information of Ashland” and “Unaudited Pro Forma Combined Condensed Financial Information” present fairly (to the best of the Company’s knowledge with regard to Hercules financial data for periods prior to September 30, 2008) the information contained therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries subsidiary as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Historical Financial Data," "Selected Financial Data" 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. Each of (i) The pro forma consolidated financial information of the Company and its subsidiary included under the captions "Prospectus Summary--Summary Pro Forma and Supplemental Pro Forma Financial Data," and elsewhere in the Prospectus and in the Registration Statement, (ii) the Disclosure Package or Unaudited Pro Forma Condensed Consolidated Financial Data and related notes thereto included in the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, Statement and (iii) the Disclosure Package Unaudited Supplemental Pro Forma Condensed Consolidated Financial Data and the Prospectus. The interactive data in eXtensible Business Reporting Language related notes thereto included in the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for contained therein, have been prepared in all material respects and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements included in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedules, if any, schedules and notes, included in the Offering Memorandum present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in all material respects in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Selected Summary—Summary Historical and Adjusted Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus “Selected Historical Consolidated Financial Data” fairly present fairly, in all material respects, respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained in the Offering Memorandum. Except as included therein, no historical or The pro forma consolidated financial statements or supporting schedules are required to be of the Company and its subsidiaries and the related notes thereto included or incorporated by reference under the caption “Summary—Summary Historical and Adjusted Financial Data”, “Unaudited Pro Forma Consolidated Statement of Operations” and elsewhere in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus Offering Memorandum present fairly presents the information called for in all material respects the information contained therein and has have been prepared properly presented in accordance with all material respects on the Commission’s rules bases described therein, and guidelines applicable theretothe 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.

Preparation of the Financial Statements. The financial statements included in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedules, if any, schedules and notes, included or incorporated by reference in the Offering Circular present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement condition, results of operations, stockholders’ equity changes in financial position and cash flows of the Company and its consolidated subsidiaries on the basis stated therein at the respective dates or for the respective periods specified; said to which they apply. Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Circular under the caption “Selected Summary–Summary Consolidated and Pro Forma Financial and Other Data” included in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained in the Offering Circular. Except as included therein, no historical or The pro forma financial data set forth in the Offering Circular under the caption “Summary–Summary Consolidated and Pro Forma Financial and Other Data” and the pro forma consolidated financial statements or supporting schedules are required to be included or of the Company and its subsidiaries incorporated by reference in the Registration StatementOffering Circular and the related notes thereto present fairly the information contained therein, have been prepared in accordance with the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the Commission’s rules and regulations of guidelines with respect to pro forma financial statements and have been properly presented on the Commission) bases described therein, and the assumptions used in the Registration Statement, the Disclosure Package preparation thereof are reasonable and the Prospectusadjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus Offering Circular fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements included in the Offering Circular 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 included in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedules, if any, schedules and notes, included in the Offering Memorandum present fairly, fairly in all material respects, respects the consolidated financial position of the Company entities to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case related notes thereto and except for the separate financial statements of unaudited interim financial statementsthe Guarantor subsidiaries as required by Rule 3-10 of Regulation S-X, which are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. requirements of Regulation S-X. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Summary—Summary Selected Historical Consolidated Financial Data of Activant,” “Summary—Summary Selected Historical Consolidated Financial Data of Epicor” and “Selected Historical Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The unaudited pro forma condensed consolidated financial statements of the Company, the Acquired Businesses and their respective subsidiaries and the related notes thereto included therein. Except as included under the caption “Summary—Summary Unaudited Pro Forma Condensed Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Selected Financial Data” and elsewhere in the Offering Memorandum present fairly the information contained therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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 and forward-looking statements included in the Offering Memorandum are based on or derived from sources that the Company, the Acquired Businesses and their respective subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Coffee People, Inc. and their subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Summary -- Diedxxxx Xxxfee Financial Data", "Summary -- Coffee People Financial Data", "Diedxxxx Xxxfee Selected Financial Data," "Coffee People Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement. The pro forma combined condensed financial statements of the Company and Coffee People, the Disclosure Package Inc. and their subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption "Summary -- Summary Unaudited Pro Forma Combined Condensed Financial Information," "Summary -- Coffee People Financial Data," Unaudited Pro Forma Combined Condensed Financial Information" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The separate financial statements included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at each of the dates indicated Founding Companies, in each case together with related notes, filed with the Commission as a part of the Registration Statement and included in the statement Prospectus present fairly the financial position, results of operations, stockholders’ equity operations and cash flows of the Company and its consolidated subsidiaries each of such Founding Companies and of the Company, respectively, at the dates specified and for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case related notes thereto, and all adjustments necessary for a fair presentation of unaudited interim results for such period have been made. Except for the pro forma financial statementsstatements discussed below, which no other financial statements are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, . No supporting schedules are required to be included in the Disclosure Package and Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Pro Forma Combined Financial Data" and "--Summary Individual Founding Company Financial Data," "Capitalization" and "Selected Financial Data" fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference contained in the Registration StatementStatement and the books and records of the Company and the Founding Companies, as applicable. The pro forma combined financial statements of the Disclosure Package or Company and the Founding Companies together with the related notes thereto included under the captions "Prospectus Summary--Summary Pro Forma Combined Financial Data," "Selected Financial Data," "Capitalization" and "Compass International Services Corporation Unaudited Pro Forma Combined Financial Statements" and elsewhere in the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the pro forma bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly and accurately (i) the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said , (ii) the combined financial position of First Potomac Realty Investment Trust, Inc., First Potomac Realty Investment Limited Partnership and First Potomac Management, Inc. (collectively, "First Potomac Predecessor"), (iii) the revenues and certain expenses of (A) Greenbrier Technology Center II, (B) Norfolk Business Center, (C) Rumsey Center and (D) Snowdex Xxxxer, each for the xxxx xonths ended September 30, 2002 and the year ended December 31, 2001 and (iv) the revenues and certain expenses of (A) Interstate Plaza and (B) Virginia Center, each for the six months ended June 30, 2003 and the year ended December 31, 2002. Any supporting schedules included in the Registration Statement present fairly and accurately the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case related notes thereto, and are in compliance with Regulation S-X promulgated under the Securities Act. The pro forma consolidated financial statements of unaudited interim financial statements, which are subject to normal year-end audit adjustments that are not expected to be material the Company and the exclusion of certain footnotes. The supporting schedules, if any, Subsidiaries and the related notes thereto included in the Prospectus and the Registration Statement present fairly and accurately the information contained therein, have been prepared in accordance with GAAP the information required Commission's rules and guidelines with respect thereto 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 be stated give effect to the transactions and circumstances referred to therein. The selected historical financial data set forth amounts in the Prospectus under the caption “Selected Consolidated "Management's Discussion and Analysis of Financial Data” included in the Registration StatementCondition and Results of Operations" are accurately computed, the Disclosure Package and the Prospectus fairly present fairly, in all material respects, the information shown therein and have been compiled determined on a basis consistent with the financial statements included in the Registration Statement and the Prospectus. No other financial statements or supporting schedules are required under applicable law or the rules and regulations of the Commission to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Summary -- Summary Combined Financial Data," "Capitalization" and "Selected Financial Information" fairly and accurately present the information set forth therein on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference contained in the Registration Statement, Statement when read in conjunction with the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language textual information included in the Registration 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 theretothose sections.

Preparation of the Financial Statements. The consolidated financial statements of the Company filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus and the Disclosure Package and the ProspectusPackage, together with the related schedules, schedules (if any, ) and notesthe notes thereto, present fairly, in all material respects, fairly 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, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . All such financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. No other financial statements, which statements or supporting schedules are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Preliminary Prospectus or the Prospectus. The other financial data and financial information included in the Prospectus and the Disclosure Package under the captions “Selected Consolidated Financial Data,” and the Prospectus “Selected Quarterly Financial Data” present fairly, fairly in all material respects, respects the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited consolidated financial statements included thereinin the Registration Statement. Except as included therein, no All adjustments to historical or financial information to arrive at pro forma financial statements or supporting schedules information are required to be included or incorporated by reference reasonably based on the most recently available records of the Company. The financial information provided as of February 4, 2019 and disclosed in the Prospectus and the Disclosure Package are reasonably based on the most recently available records of the Company. All disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus Prospectus, including under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no caption “Prospectus Supplement Summary – Recent Developments – Preliminary Estimate of Fourth Quarter 2017 Results,” regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in comply with Regulation G under the Registration Statement1934 Act and Item 10 of Regulation S-K under the 1933 Act, to the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration 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 theretoextent applicable.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with Prospectus present fairly the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company Trust and its consolidated subsidiaries the Trust Subsidiaries and CapitalSource Healthcare Net Lease Segment and Loan (A Carve-Out of CapitalSource Inc.) (the "Carve-out Entity") as of and at the dates indicated and the statement results of operations, stockholders’ equity their respective operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or Preliminary Prospectus and the Prospectus under the Securities Actcaptions "Prospectus Summary—Summary Financial and Pro Forma Information", "Selected Combined Financial Information" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data pro forma consolidated financial statements of the Trust and the Trust Subsidiaries and the related notes thereto included under the caption "Prospectus Summary—Summary Financial and Pro Forma Information", "Unaudited Pro Forma Combined Financial Information" and elsewhere in eXtensible Business Reporting Language included the Preliminary Prospectus and the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the 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.

Preparation of the Financial Statements. The financial statements included together with the related notes thereto, incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus, together with Prospectus present fairly the related schedules, if any, 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 results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. No other financial statements, which statements are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, . The selected financial data and the Disclosure Package summary financial information included in the Preliminary Prospectus and the Prospectus present fairly, in all material respects, fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus. 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 related notes present fairly presents the information called for in all material respects and has shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiary as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows for the periods specified. The financial statements of the Company and its consolidated subsidiaries for the periods specified; said financial statements Subsidiary have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in the U.S. applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Act, captions "Prospectus Summary--Summary Consolidated Financial Information," "Capitalization" and "Selected Financial Data" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The as adjusted condensed financial statements of the Disclosure Package Company and the Prospectus. The interactive data Subsidiary and the related notes thereto included under the captions "Prospectus Summary--Summary Consolidated Financial Information," "Selected Financial Data" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith respect to such 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus, together with Prospectus present fairly the related schedules, if any, 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 results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”) as adopted by the International Accounting Standards Board (“IASB”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package Statement or the any Applicable Prospectus. The financial data set forth in each Applicable Prospectus under the Securities Act, captions “Prospectus Summary--Summary Selected and Pro Forma Financial Data,” “Selected Financial Data,” “Unaudited Pro Forma Financial Information” and “Capitalization” fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, the Disclosure Package Statement and the each Applicable Prospectus. The interactive data pro forma [consolidated][condensed] financial statements of the Company and its subsidiaries and the related notes thereto included under the caption [“Prospectus Summary--Summary Pro Forma [Consolidated] Selected Financial Data,” “Pro Forma [Consolidated] Selected Financial Data”] and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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. To the knowledge of the Company, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and included in any Applicable Prospectus.

Preparation of the Financial Statements. The financial statements included in the Registration StatementGeneral Disclosure Package, the Disclosure Package Prospectus and the Prospectus, together with Registration Statement present fairly the related schedules, if any, and notes, 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, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the General Disclosure Package, Prospectus and the Registration Statement present fairly the information stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the 1934 Act and the 1933 Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma No other financial statements or supporting schedules are required to be filed pursuant to the 1000 Xxx. The selected financial data and summary financial information contained in the General Disclosure Package, Prospectus and the Registration Statement fairly present the information set forth therein on a basis consistent with that of (i) the audited financial statements contained in the Lexington Master Limited Partnership (“MLP”)’s most recent Annual Report on Form 10-K, as retrospectively adjusted in the MLP’s Current Report on Form 8-K dated January 18, 2007, and (ii) the audited financial statements contained in the Company’s most recent Annual Report on Form 10-K/A, as retrospectively updated in the Company’s Current Report on Form 8-K dated October 10, 2006. The pro forma financial information and the related notes thereto included or incorporated by reference in the General Disclosure Package, Prospectus and the Registration Statement (i) present fairly the information shown therein, (ii) comply as to form with the applicable accounting requirements of Regulation S-X under the 1933 Act and (iii) include all significant adjustments necessary to give effect to the merger of Nxxxxxx Realty Trust, Inc. into the Company. In addition, the assumptions underlying the foregoing pro forma financial information are reasonable and are set forth in the General Disclosure Package, Prospectus and the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “Any non-GAAP financial measures” (, as such term is defined by under Regulation G under the rules and regulations of the Commission) in the Registration Statement1933 Act, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration StatementGeneral Disclosure Package, the Disclosure Package Prospectus and the Registration Statement are permitted for use in documents filed with the Commission. The ratio of earnings to fixed charges contained in the General Disclosure Package, Prospectus fairly presents and the information called for in all material respects and Registration Statement has been prepared calculated in accordance with Item 503(d) of Regulation S-K. The Company meets the Commission’s rules and guidelines applicable theretoconditions set forth in Rule 3-01(c) of Regulation S-X under the 1933 Act.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Prospectus Summary--Summary Consolidated Financial and Operating Data", "Selected Consolidated Financial and Operating Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma consolidated financial statements of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption "Prospectus Summary--Summary Consolidated Financial and Operating Data", "Selected Consolidated Financial and Operating Data" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements included in of the Company and the financial statements of MHCI filed with the Commission as a part of the Registration Statement, the and included in each Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries and MHCI and its subsidiaries, respectively, as of and at the dates indicated and the statement results of operations, stockholders’ equity their respective operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements comply as to form in all material with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except 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. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical pro forma financial data set forth under the caption “Selected Consolidated Financial Data” included in each of the Registration Statement, the each Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial data 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. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in each of the Statutory Prospectus and the Prospectus under the captions “Prospectus Summary—Summary Consolidated Historical and Unaudited Pro Forma Financial Data,” “Capitalization” and “Selected Consolidated Financial Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The historical financial data set forth in the Prospectus under the Securities Act, captions "Prospectus Summary—Summary Historical and Pro Forma Financial Data," "Selected Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The Company and its subsidiaries have no material contingent obligations that are not disclosed in the Disclosure Package Company's financial statements in the Registration Statement and the Prospectus. The interactive pro forma financial statements of the Company and its subsidiaries and the related notes thereto and other pro forma financial data included under the caption "Prospectus Summary—Summary Historical and Pro Forma Financial Data," "Unaudited Pro Forma Financial Data," and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the 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 (in the case of pro forma financial data).

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Prospectus (A) 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 results of operations, stockholders’ equity their operations and cash flows for the periods specified and (B) present fairly the “net assets to be sold” of the Company federal services business of N.E.T. Federal, Inc. and its consolidated subsidiaries “sales,” “cost of sales” and “direct operating expenses” as of and at the dates indicated and for the periods specified; said . 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 have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma No other financial statements or supporting schedules are required to be included or in the Registration Statement. The financial data set forth in the Prospectus under the captions “Prospectus Summary—Summary Consolidated Financial Data”, “Selected Consolidated Financial Data” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Prospectus present fairly, in all material respects, fairly the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity its operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Prospectus Summary--Summary Financial Data", "Selected Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma financial statements of the Disclosure Package Company and the Prospectus. The interactive data related notes thereto included under the caption "Prospectus Summary--Summary Financial Data", "Selected Financial Data" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S- X.

Preparation of the Financial Statements. The financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, together with Prospectus present fairly the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Any supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and any supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles 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 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 and Registration Statement under the captions “Prospectus Summary—Summary Historical Consolidated Financial and Other Data,” “Capitalization”, “Selected Consolidated Financial Data” and elsewhere in the Prospectus, Registration Statement and the General Disclosure Package or fairly present the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma consolidated financial statements of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the captions “Prospectus Summary—Summary Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Consolidated Financial Information,” and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, Statement and the General Disclosure Package and the Prospectus present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements included in the Registration StatementExcept as stated therein, the Disclosure Package and the Prospectusfinancial statements, together with the related schedules, if any, schedules and notes, included in the Offering Memorandum present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods involved, except as disclosed therein. Except as stated therein, the pro forma financial statements and other pro forma and as adjusted information presented 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. The supporting schedules, if any, Offering Memorandum present fairly the information shown therein, have been prepared in accordance with GAAP Article 11 of Regulation S-X with respect to pro forma financial statements and have been properly compiled on the information required basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to be give effect to the transactions and circumstances referred to therein. Except as stated therein, the financial statements and the financial information included in the Offering Memorandum comply as to form with the requirements applicable to financial statements required in a registration statement on Form S-1 under the Securities Act. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Summary—Summary Historical Financial Information and Statistical Data” and “Selected Consolidated Financial and Operating Data” included in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly, in all material respects, respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained in the Offering Memorandum. Except as included therein, no historical or The financial data set forth in the Offering Memorandum under the captions “Summary—Summary Unaudited Pro Forma Financial Information and Statistical Data” fairly present the information set forth therein on a basis consistent with that of the pro forma financial statements or supporting schedules are required to be included or incorporated by reference contained in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration 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 theretoOffering Memorandum.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company Company, its subsidiary and its consolidated subsidiaries UNI, or the companies acquired by the Company, as the case may be, as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Summary--Summary Selected Financial Data", "Selected Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) financial statements contained in the Registration Statement, the Disclosure Package . The unaudited pro forma combined financial information and the Prospectus. The interactive data in eXtensible Business Reporting Language related notes thereto relating to the proposed business combination between the Company and UNI included in under the Registration Statement, the Disclosure Package and the Prospectus caption "Unaudited Pro Forma Combined Financial Information" presents fairly presents the information called for in all material respects and contained therein, has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.with respect to pro forma financial statements and has 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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries subsidiaries, SeaMED Corporation and the Contract Electronics Manufacturing Services Operations of Elamex, S.A. de C.V., as the case may be, as of and at the dates indicated and the statement results of operations, stockholders’ equity operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Act, captions "Selected Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, the Disclosure Package Statement and included in the Prospectus. The interactive data in eXtensible Business Reporting Language pro forma condensed combined financial statements of the Company and its subsidiaries and the related notes thereto included in the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The historical financial data set forth in the Prospectus under the Securities Act, captions "Prospectus Summary--Summary Historical and Pro Forma Financial Data," "Selected Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The Company and its subsidiaries have no material contingent obligations that are not disclosed in the Disclosure Package Company's financial statements in the Registration Statement and the Prospectus. The interactive pro forma financial statements of the Company and its subsidiaries and the related notes thereto and other pro forma financial data included under the caption "Prospectus Summary--Summary Historical and Pro Forma Financial Data," "Unaudited Pro Forma Financial Data," and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the 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 (in the case of pro forma financial data).

Preparation of the Financial Statements. The consolidated financial statements and schedules of the Company filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement consolidated results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The statements of revenue and certain expenses of Tower Ventures filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the revenue and certain expenses of Tower Ventures for the periods specified. Such financial statements and schedules of the Company have been prepared in conformity with U.S. accounting principles generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case related notes thereto. Such Statements of unaudited interim revenue and certain expenses of Tower Ventures were prepared for the purpose of complying with rules and regulations of the Securities and Exchange Commission, primarily Rule 3-14 of Regulation S-X, and do not represent a complete presentation of the results of operations as required by accounting principals generally accepted in the United States. No other financial statements, which statements or schedules are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and . The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Consolidated Financial Information", "Selected Historical Consolidated Financial Information" and "Capitalization" fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference contained in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP The pro forma condensed consolidated financial measures” (as such term is defined by the rules and regulations statements of the Commission) in the Registration Statement, the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data in eXtensible Business Reporting Language related notes thereto included in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries subsidiary as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States and on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Act, captions "Prospectus Summary--Summary Consolidated Financial Data," "Selected Consolidated Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma consolidated financial statements of the Disclosure Package Company and its subsidiary and the Prospectus. The interactive data related notes thereto included under the caption "Prospectus Summary--Summary Consolidated Financial Data" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements included in the Registration Statement, the Disclosure Package and the Prospectusstatements, together with the related schedules, if any, schedules and notes, included or incorporated by reference in the Offering Memorandum present fairly, in all material respects, fairly the consolidated financial position of the Company Issuers and its consolidated their subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth in the Offering Memorandum under the caption captions “Offering Memorandum Summary — Summary Consolidated Selected Financial Data” and “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements contained in the Offering Memorandum. The pro forma consolidated financial statements of the Partnership and its subsidiaries and the related notes thereto included therein. Except as included under the caption “Offering Memorandum Summary — Summary Pro Forma Consolidated Selected Financial Data”, “Pro Forma Consolidated Selected Financial Data” and elsewhere in the Offering Memorandum presently fairly the information contained therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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.

Preparation of the Financial Statements. The financial statements included statements, together with the related schedules and notes, incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Prospectus present fairly, fairly in all material respects, respects the consolidated financial position of the Company entities to which they relate as of and its consolidated subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, under the caption “Prospectus Supplement Summary—Summary Consolidated Historical Financial Information” fairly presents in all material respects, respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereinincorporated by reference in the Disclosure Package and the Prospectus. Except as included therein, no historical or The pro forma financial statements or supporting schedules are required to be and other pro forma financial information included or incorporated by reference in the Registration Statement, the Disclosure Package or and the Prospectus under present fairly the Securities Actinformation shown therein, have been prepared in accordance with the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the Commission’s rules and regulations of guidelines with respect to pro forma financial statements, have been properly compiled on the Commission) pro forma bases described therein, and the assumptions used in the Registration Statement, preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein and such assumptions and adjustments are incorporated by reference in the Disclosure Package and the Prospectus. Nothing has come to the attention of the Company and its subsidiaries that has caused them to believe that the statistical and market-related data and forward-looking statements included in the Disclosure Package and the Prospectus are not based on or derived from sources that are reliable and accurate in all material respects. The interactive data in eXtensible Business Reporting Language included incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects the information contained therein and has been prepared in accordance with the Commission’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 and included in the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company, its subsidiaries and each other entity for which financial statements are included as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules to the financial statements included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Statement present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. No other financial statements, which statement or supporting schedules to the financial statements are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, Statement or any Applicable Prospectus. The financial data (other than the Disclosure Package pro forma financial information and the related notes thereto) set forth in each Applicable Prospectus under the captions “Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial and Other Data,” “Selected Historical Consolidated Financial and Other Data” and “Capitalization” fairly present fairly, in all material respects, respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained in the Registration Statement and each Applicable Prospectus. Except as included therein, no historical or The pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package information and the Prospectus. The interactive data in eXtensible Business Reporting Language related notes thereto included in the Registration Statement, the Disclosure Package and the each Applicable Prospectus present fairly presents the information called for in all material respects and has the information contained therein, have been prepared in accordance with the Commission’s rules applicable requirements of the Securities Act, and guidelines applicable theretothe assumptions underlying such pro forma financial information are reasonable and are set forth in each such Applicable Prospectus.

Preparation of the Financial Statements. The consolidated financial statements included in of the Registration Statement, the Disclosure Package and the ProspectusCompany, together with the related schedules, if any, and notes, included in the Offering Memorandum 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, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data with respect to the Company and its Subsidiaries set forth in the Offering Memorandum under the caption “Selected captions "Offering Memorandum Summary -- Summary Consolidated Historical and Pro Forma Financial and Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial and Operating Data” included in the Registration Statement, the Disclosure Package and the Prospectus " present fairly, in all material respects, the historical financial information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included thereincontained in the Offering Memorandum. Except as included therein, no historical or The unaudited pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations data of the Commission) in the Registration StatementCompany and its Subsidiaries, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language related notes thereto included in the Registration StatementOffering Memorandum present fairly, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has respects, the information contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, Prospectus present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules, if any, included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 "Summary--Summary Financial Data", "Selected Financial Data" 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 financial data of the Company and the related notes thereto included under the captions "Summary - Summary Financial Data" and "Capitalization" in the Prospectus and in the Registration Statement, if any, present fairly the Disclosure Package or information contained therein, have been properly presented on the Prospectus under bases described therein, and the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) assumptions used in the Registration Statement, the Disclosure Package preparation thereof are reasonable and the Prospectusadjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language No other pro forma financial information is required to be included in the Registration 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.Statement Pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration StatementPreliminary Prospectus, the Disclosure Package Time of Sale Prospectus and the Prospectus, together with Prospectus present fairly the related schedules, if any, 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 results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package Statement or the any Applicable Prospectus. The financial data set forth in each Applicable Prospectus under the Securities Act, caption “Prospectus Summary—Selected Financial and Operating Data” and under the Securities Act Regulations or column labeled “Actual under the Exchange Act Regulations. There are no caption “non-GAAP financial measuresCapitalization” (as such term is defined by fairly present the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, the Disclosure Package Statement and the each Applicable Prospectus. The interactive data pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption “Unaudited Pro Forma Consolidated Financial Statements” and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with Article 11 of Regulation S-X with respect to pro forma financial statements and have been properly presented on the Commissionbases 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. 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 (it being agreed that the foregoing representation is made only to the Company’s rules and guidelines applicable theretoknowledge with respect to any person that is not a director, officer or employee of the Company or any of its subsidiaries).

Preparation of the Financial Statements. The financial statements of the Company filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus, together with Prospectus present fairly the related schedules, if any, 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 results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma No other financial statements or supporting schedules are required to be included or incorporated by reference the Registration Statement. The financial data set forth in each of the Statutory Prospectus and the Prospectus under the captions “Summary—Summary Consolidated Financial Data,” “Selected Consolidated Financial Data” 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 combined condensed financial statements of the Disclosure Package Company and its subsidiaries and the related notes thereto included or under the captions “Summary—Summary Consolidated Financial Data,” “Selected Consolidated Financial Data”] and elsewhere in each of the Statutory Prospectus and the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly presented on the 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.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related notes and schedules, if anyand the interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, and notes, present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company Parent and its consolidated subsidiaries at as of the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . Any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and any supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles 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 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Selected Historical Financial Information,” “Ratio of Earnings to Fixed Charges” and “Capitalization of JMP Group LLC” and elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus fairly present 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 Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration 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 financial statements Financial Statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements . Such Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the case of unaudited interim related notes thereto. No other financial statements, which statements are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and . The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Consolidated Actual and Pro Forma Financial Information", "Selected Consolidated Actual and Pro Forma Financial Data" and "Capitalization" fairly present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference contained in the Registration Statement. The pro forma consolidated financial statements of the company and its subsidiaries and the related notes thereto included under the captions "Prospectus Summary - Summary Consolidated Actual and Pro Forma Financial Information", the Disclosure Package or "Selected Consolidated Actual and Pro Forma Financial Data" and elsewhere in the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.with respect to pro forma financial statements and have been properly presented on the bases describes 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. No other pro forma financial information is required to be included in the Registration Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, Prospectus present fairly the Disclosure Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified; said . The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated 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 footnotesrelated notes thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included 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 Disclosure Package or . The financial data set forth in the Prospectus under the Securities Actcaptions "Summary--Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and "Capitalization" fairly present the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and regulations information set forth therein on a basis consistent with that of the Commission) audited financial statements contained in the Registration Statement, . The pro forma consolidated financial statements of the Disclosure Package Company and its subsidiaries and the Prospectus. The interactive data related notes thereto included under the caption "Prospectus Summary Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and elsewhere in eXtensible Business Reporting Language included the Prospectus and in the Registration Statement, the Disclosure Package and the Prospectus Statement present fairly presents the information called for in all material respects and has contained therein, have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.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. No other pro forma financial information is required to be included in the Registration Statement Pursuant to Regulation S-X.