Common use of Preparation of the Financial Statements Clause in Contracts

Preparation of the Financial Statements. The financial statements, including the related notes thereto, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including together with the related schedules and notes theretoof the Company, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries subsidiaries, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other The pro forma financial statements are required to be included in the Registration Statement. The summary financial data information and the selected financial data related notes thereto included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly has been prepared in all material respects accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information shown therein are, reasonable and have been compiled on a basis consistent with that are set forth in each of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus 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 statementsstatements of the Parent Guarantor, including together with the related notes theretoschedules and notes, filed with the Commission as part of or incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such consolidated financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference in the Preliminary Prospectus Disclosure Package and the Prospectus present under the caption “Capitalization” presents fairly in all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference contained in the Registration Statement, except that any non-GAAP financial measures included under such captions have not been presented in accordance with GAAP. The statistical and market-related data and forward-looking statements included in the Preliminary Prospectus Disclosure Package and the ProspectusProspectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form form, in all material respects, with the accounting requirements of the Securities Act Act, and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference 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 financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus 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, including statements filed with the related notes thereto, incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly, in all material respects, the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with 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 related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement or the Prospectus. The summary financial data and the selected financial data included set forth in or incorporated by reference in the Preliminary Prospectus and into the Prospectus present under the caption “Selected Financial Data” 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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus. The interactive 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 in eXtensible Business Reporting Language filed with the Commission as a part of the Registration Statement and included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoProspectus.

Preparation of the Financial Statements. The financial statements, including statements filed with the related notes thereto, incorporated by reference Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference set forth in the Preliminary Prospectus preliminary prospectus and the Prospectus under the captions “Prospectus Summary—Summary Financial Data”, “Capitalization” and “Dilution” 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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements, including statements and schedules of the related notes thereto, Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been were prepared in conformity accordance with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) consistently applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated otherwise noted therein or in the related notes theretoRegistration Statement, the Pricing Disclosure Package and the Prospectus) and they present fairly, in all material respects, the financial condition of the Company as at the dates at which they were prepared and the results of operations of the Company in respect of the periods for which they were prepared. No other financial statements are required to be included in the Registration Statement, Pricing Disclosure Package and the Prospectus. The summary financial data and the selected financial data included or incorporated by reference set forth in the Preliminary Prospectus and the Prospectus under the caption “Summary—Summary 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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus 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, including together with the related notes theretoschedules and notes, included in or incorporated by reference into the Registration Statement and included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and in all material respects have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary financial data and the selected financial data included thereto or incorporated by reference in the Preliminary Prospectus and the Prospectus. The financial data set forth in the Prospectus under the captions “Summary— Summary Consolidated Historical Financial Data of OMH and its Subsidiaries” and “Summary— Summary Consolidated Historical Financial Data of OMFC and its Subsidiaries” fairly present fairly in all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in or incorporated by reference into the Registration Statement, Prospectus are based on or derived from sources that the Preliminary Prospectus 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 Prospectusbasis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus 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, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus 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 results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference 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 financial statements incorporated by reference included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical financial statements, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Time of Sale Prospectus and the Prospectus present fairly comply in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries Subsidiaries (as defined herein) as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary financial data and the selected financial data information included or incorporated by reference in the Preliminary Registration Statement, the Time of Sale 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 financial statements incorporated by reference in the Registration Statement, the Preliminary Time of Sale Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the in the Registration Statement, the Preliminary Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statementsstatements of the Company, including the schedules and related notes thereto, incorporated by reference filed as part of the Registration Statement and included in the Registration StatementProspectus, the Preliminary Prospectus are complete, correct and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the respective dates indicated thereof and the results of their operations and cash flows changes in financial position of the Company for the respective periods specifiedindicated therein and comply as to form in all material respects with the applicable accounting requirements included in Regulations S-K and S-X, as well as any other applicable rules and regulations. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied employed in the United States (“U.S. GAAP”) 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 summary financial data and the selected financial data included or incorporated by reference set forth in the Preliminary Prospectus under the captions “Summary—Summary Financial Data”, “Capitalization”, “Dilution” and the Prospectus “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 incorporated by reference contained in the Registration Statement. The pro forma financial statements of the Company and the related notes thereto included under the caption “Summary—Summary Financial Data”, “Capitalization”, “Dilution” and “Selected Financial Data” and elsewhere in the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Statement present fairly the Preliminary Prospectus information contained therein and the Prospectus fairly presents adjustments used therein are appropriate to give effect to the information called for in all material respects transactions and has been prepared in accordance with the Commission’s rules and guidelines applicable theretocircumstances referred to therein.

Preparation of the Financial Statements. The financial statements, including statements filed with the related notes thereto, Commission as a part of the Registration Statement and included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes theretofinancial statements or supporting schedules. No other financial statements are required to be included or incorporated by reference in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference 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 financial statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus fairly presents the information called for is accurate 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, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical financial statements, including statements of the Company (the “Company Financial Statements”) together with the related schedules and notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply in all material respects as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No Except as otherwise included in the Registration Statement, no other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information of the Company and its subsidiaries included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in of the Registration Statement, the Preliminary Prospectus Company and the Prospectusits subsidiaries. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference in the Preliminary Prospectus Prospectus, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Prospectus, 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, including the related notes thereto, statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries the Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with United States 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 related notes thereto, and are in compliance with Regulation S-X promulgated under the Securities Act. The amounts incorporated by reference in the Registration Statement and the Prospectus under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are accurately computed, fairly present the information shown therein and have been determined on a basis consistent with the financial statements incorporated by reference in the Registration Statement 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 summary financial data and the selected financial data included or incorporated by reference in the Preliminary Prospectus Registration Statement and the Prospectus. The financial data set forth or incorporated by reference in the Registration Statement and the Prospectus present under the caption “Selected Financial Data” fairly in all material respects presents the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus fairly presents the information called for when read in all material respects and has been prepared in accordance conjunction with the Commission’s rules and guidelines applicable theretotextual information included in that section.

Preparation of the Financial Statements. The financial statements, including statements and schedules of the related notes thereto, Company included or incorporated by reference in the Registration Statement, Statement and the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement, if any, present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Disclosure Package or the Prospectus. The summary financial data and the selected financial data included or incorporated by reference set forth in the Preliminary Prospectus and the Prospectus Registration Statement under the captions “Summary — Summary of Selected Financial Information,” “Capitalization,” “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” 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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements, including statements and schedules of the related notes thereto, Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been were prepared in conformity accordance with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) consistently applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated otherwise noted therein or in the related notes theretoRegistration Statement, the Pricing Disclosure Package and the Prospectus) and they present fairly, in all material respects, the financial condition of the Company as at the dates at which they were prepared and the results of operations of the Company in respect of the periods for which they were prepared. No other financial statements are required to be included in the Registration Statement, Pricing Disclosure Package and the Prospectus. The summary financial data and the selected financial data included or incorporated by reference set forth in the Preliminary Prospectus and the Prospectus under the caption “Summary—Summary 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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus 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, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information (if any) included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, statements (including the related notes thereto, ) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and 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 and the changes in their cash flows for the periods specified. Such ; such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied (“GAAP”) in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, except as may be expressly stated in the related notes thereto. No other case of unaudited interim financial statements statements, which are required subject to be included in normal year-end adjustments and do not contain certain footnotes as permitted by the Registration Statement. The summary financial data applicable rules of the Commission, and the selected financial data any supporting schedules included or incorporated by reference in the Preliminary Prospectus Registration Statement and the Prospectus present fairly in all material respects the information shown therein required to be stated therein; and have been compiled on a basis consistent with that of the audited other financial statements incorporated by reference information included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly presents the information called for in all material respects the information shown thereby; and has the pro forma financial information and the related notes thereto have been prepared in accordance with the Commission’s rules applicable requirements of the Securities Act in all material respects, and guidelines applicable theretothe assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus.

Preparation of the Financial Statements. The financial statements, including together with the related notes theretoschedules and notes, included in or incorporated by reference into the Registration Statement and included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and in all material respects have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary financial data and the selected financial data included thereto or incorporated by reference in the Preliminary Prospectus and the Prospectus. The financial data set forth in the Prospectus under the captions “Summary—Summary Consolidated Historical Financial Data of OMH and its Subsidiaries” and “Summary—Summary Consolidated Historical Financial Data of OMFC and its Subsidiaries” fairly present fairly in all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in or incorporated by reference into the Registration Statement, Prospectus are based on or derived from sources that the Preliminary Prospectus 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 Prospectusbasis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements, including statements filed with the related notes thereto, incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries the Subsidiaries as of and at the dates indicated and the results of their operations and cash flows of the Company and the Subsidiaries for the periods specified. Any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. Such consolidated financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with 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 related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference set forth in the Preliminary Prospectus under the captions "Summary--Summary Consolidated Financial Data," "Selected Consolidated Financial Data" 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 consolidated financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including together with the related notes theretoschedules and notes, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries subsidiaries, or of TALX and its subsidiaries, as the case may be, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary In addition, the pro forma financial data statements of the Company and its subsidiaries and the selected financial data included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language related notes thereto included or incorporated by reference in the Registration Statement, the Preliminary Prospectus 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 financial statements, including statements filed with the related notes thereto, incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and the included in any Applicable Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with 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 related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement or any Applicable Prospectus. The summary financial data and the selected financial data included or incorporated by reference set forth in the Preliminary each Applicable Prospectus 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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus 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 in eXtensible Business Reporting Language included or incorporated by reference the Prospectus and in the Registration Statement, the Preliminary Prospectus 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, including the related notes thereto, statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Time of Sale Document and the Prospectus Placement Memorandum, together with the related schedules and notes (the “Financial Statements”), present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and Subsidiaries at the dates indicated and the results statement of their operations operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for the periods specified. Such ; said financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally Annex B-12. 112027870 v8 accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as may be expressly stated if any, present fairly in accordance with GAAP the related notes thereto. No other financial statements are information required to be included stated therein. The financial data set forth under the captions “Summary Consolidated Financial Information” in the Registration Statement. The summary financial data Time of Sale Document and the selected financial data included or incorporated by reference in the Preliminary Prospectus and the Prospectus Placement Memorandum present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Preliminary Prospectus Time of Sale Document and the ProspectusPlacement Memorandum under the Act or the rules and regulations promulgated thereunder. No other financial statements or supporting schedules are required to be included in the Time of Sale Document or the Placement Memorandum. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Time of Sale Document and the Prospectus Placement Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the CommissionSEC’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including together with the related notes theretoand schedules, filed with the Commission as a part of or incorporated by reference within the Registration Statement and included in the Registration StatementProspectus fairly present, the Preliminary Prospectus and the Prospectus present fairly in all material respects respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in or incorporated in the Registration Statement fairly present, in all material respects, the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity accordance with 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 related notes thereto. No The pro forma financial statements, if any, and the other pro forma financial statements are required to be information included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference in the Preliminary Prospectus Statement and the Prospectus (i) present fairly in all material respects the information shown therein and therein, (ii) have been compiled prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and (iii) have been properly computed on the bases described therein. The assumptions used in the preparation of the pro forma financial statements, if any, and other pro forma financial information included in the Registration Statement and the Prospectus are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. No other financial statements or supporting schedules are required to be included in or incorporated in the Registration Statement. The financial data set forth or incorporated in the Prospectus under the caption “Ratio of Earnings to Fixed Charges” present fairly, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained, incorporated by reference or deemed to be incorporated in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus 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 and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical financial statements, including together with the related notes theretoschedules and notes, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Prospectus Final Offering Memorandum present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of under the Securities Act and have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States (“U.S. GAAP”) 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 are required to be included in the Registration Statement. The summary financial data and the selected financial data included set forth or incorporated by reference in the Preliminary Prospectus Pricing Disclosure Package and the Prospectus present Final Offering Memorandum under the captions “Summary — Summary Financial and Operating Information for the Restricted Group,” “Selected Historical Financial Information for the Restricted Group,” “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the Pricing Disclosure Package and the Final Offering Memorandum fairly present, in all material respects respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoFinal Offering Memorandum.

Preparation of the Financial Statements. The financial statements, including the statements (together with related notes thereto, incorporated by reference and schedules) included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus Final Offering Memorandum 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 and cash flows for the periods specified. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The summary financial data Disclosure Package and the selected financial data included or incorporated by reference in Final Offering Memorandum under the Preliminary Prospectus captions “Offering Memorandum Summary—Selected Historical Consolidated Financial Information”, “Selected Historical Consolidated Financial Information” 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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus Disclosure Package and the ProspectusFinal Offering Memorandum, to the extent the periods are represented thereby. The interactive data in eXtensible Business Reporting Language included or incorporated by reference Company’s ratios of earnings to fixed charges set forth in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus fairly presents the information called for Final Offering Memorandum have been calculated in compliance, in all material respects and has been prepared in accordance respects, with Item 503(d) of Regulation S-K under the Commission’s rules and guidelines applicable theretoSecurities Act.

Preparation of the Financial Statements. The consolidated financial statements, including statements and schedules of the related notes thereto, Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been were prepared in conformity accordance with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) consistently applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated otherwise noted therein or in the related notes theretoRegistration Statement, the Pricing Disclosure Package and the Prospectus) and they present fairly, in all material respects, the financial condition of the Company as at the dates at which they were prepared and the results of operations of the Company in respect of the periods for which they were prepared. No other financial statements are required to be included in the Registration Statement, Pricing Disclosure Package and the Prospectus. The summary financial data and the selected financial data included or incorporated by reference set forth in the Preliminary Prospectus 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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus 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, including statements together with the related notes thereto, thereto of the Company incorporated by reference in the Registration Statement, the Preliminary Prospectus 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 and cash flows for the periods specified. Such financial statements comply as to form in all material respects with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes theretootherwise noted therein. No other financial statements are required to be included in the Registration Statement. The summary financial data and the selected financial data Statement pursuant to Regulation S-X other than those included or incorporated by reference therein. The selected financial data and the summary financial information of the Company included in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference of the Company included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly presents in all material respects the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including statements filed with the related notes thereto, incorporated by reference Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specifiedspecified on the basis stated therein. The supporting schedules included the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements or supporting schedules are required by U.S. GAAP or by the Securities Act and the rules and regulations thereunder to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference set forth in the Preliminary Prospectus Disclosure Package and the Prospectus under the captions “Prospectus Summary—Summary Selected Financial Data,” “Selected Financial Data” and “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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language pro forma financial information of the Company included or incorporated by reference in under the Registration Statement, the Preliminary caption “Prospectus and the Prospectus Summary—Selected Financial Data,” “Capitalization” present fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretocontained therein.

Preparation of the Financial Statements. The historical financial statements, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Time of Sale Prospectus and the Prospectus present fairly comply in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the consolidated financial position of the Company and its respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference in the Preliminary Registration Statement, the Time of Sale 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 financial statements incorporated by reference in the Registration Statement, the Preliminary Time of Sale Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the in the Registration Statement, the Preliminary Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements, including statements of the related notes thereto, incorporated by reference Company included in the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Prospectus Final Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their consolidated operations and cash flows for the periods specified. The schedule, if any, included in the General Disclosure Package and the Final Offering Memorandum presents fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and schedule have been prepared in conformity with generally accepted accounting principles (“GAAP”) 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary financial data set forth in each of the Preliminary Offering Memorandum and the selected financial data included or incorporated by reference in Final Offering Memorandum under the Preliminary Prospectus captions “Summary—Summary Condensed Consolidated Financial Data” and the Prospectus present “Capitalization” fairly present, in all material respects respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference contained in the Registration Statement, Preliminary Offering Memorandum and the Final Offering Memorandum. The Company’s ratios of earnings to fixed charges set forth in the Preliminary Prospectus Offering Memorandum and the ProspectusFinal Offering Memorandum have been calculated in material compliance with Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language included in or incorporated by reference in into the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Prospectus Final Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretothereto in each case in all material respects.

Preparation of the Financial Statements. The financial statements, statements of the Liberty Parent and Liberty (including the related notes and supporting schedules thereto) included, or incorporated by reference reference, in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position condition and results of operations of the Company and its subsidiaries as of and entities purported to be shown thereby, at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act indicated, and 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 involvedpresented. Pro forma financial information of the Liberty Parent and Liberty included, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference reference, in the Registration Statement, the Preliminary Prospectus and the Prospectus, if any, has been prepared in accordance with the applicable requirements of the Securities Act, the Securities Act Regulations and AICPA guidelines with respect to pro forma financial information, and includes all adjustments necessary to present fairly the pro forma financial position of the respective entity or entities presented therein at the respective dates indicated and the results of operations for the respective periods specified. The interactive data in eXtensible Business Reporting Language summary financial information of the Liberty Parent and Liberty included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus presents fairly presents the information called financial condition and results of operations of the entities purported to be shown thereby, at the dates and for in all material respects the periods indicated, and has been prepared in accordance conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout the Commission’s rules and guidelines applicable theretoperiods presented.

Preparation of the Financial Statements. The financial statements, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus 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 and cash flows for the periods specified. Such financial statements comply as to form in all material respects with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statementotherwise noted therein. The summary selected financial data and the selected summary financial data information included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly presents in all material respects the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes theretothereto and subject, in the case of unaudited financial statements, to year-end adjustments. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, statements (including the related notes thereto, ) of the Company and its consolidated subsidiaries filed with the Commission as a part of or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and 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 and the changes in their cash flows for the periods specified. Such ; such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, except as may be expressly stated in the related notes theretocase of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission; and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby. No Except as included therein, no other financial statements or supporting schedules are required to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including together with the related notes theretoschedules and notes, included and incorporated by reference in the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Prospectus Prospectus, present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations operations, stockholders’ equity and cash flows for the periods specified. 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 (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements are required to be included data and the summary financial information set forth in the Registration Statement. The summary financial data and , the selected financial data included or incorporated by reference in the Preliminary Prospectus General Disclosure Package and the Prospectus under the captions “Prospectus Summary — Summary Consolidated Financial and Other Data” and “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 financial statements incorporated by reference in the Registration Statementincluded therein. There are no historical, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language pro forma financial statements or supporting schedules that would be required to be included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and General Disclosure Package or the Prospectus fairly presents that have not been included or incorporated by reference in the information called for in all material respects and has been prepared in accordance with Registration Statement, the Commission’s rules and guidelines applicable theretoGeneral Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations.

Preparation of the Financial Statements. The Each of the historical financial statements, including the related notes thereto, incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position statements of the Company and its subsidiaries of Moleculin LLC, respectively, filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, presents fairly the information provided as of and at the dates indicated and the results of their operations and cash flows for the periods specifiedindicated. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and the Securities Act Regulations and have been prepared in conformity with 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 related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement. Each item of historical financial data relating to the operations, assets or liabilities of the Preliminary Prospectus Company and of Moleculin LLC set forth in summary form in each of the preliminary prospectuses and the Prospectus fairly presents such information on a basis consistent with that of the complete financial statements contained in the Registration Statement. The pro forma financial statements and the related notes thereto included in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly 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, including statements filed with the related notes thereto, incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly in all material respects and accurately the consolidated financial position of the Company and its subsidiaries the Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules included in the Registration Statement present fairly and accurately the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with United States 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 related notes theretothereto and are in compliance with Regulation S-X promulgated under the Securities Act. The amounts in the Prospectus under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are accurately computed, fairly present the information shown therein and have been determined on a basis consistent with the financial statements included in the Registration Statement and the Prospectus. No other financial statements or supporting schedules are required to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference set forth in the Preliminary Prospectus under the captions “Capitalization” and the Prospectus “Selected Financial Information” fairly and accurately 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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data Statement when read in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance conjunction with the Commission’s rules and guidelines applicable theretotextual information included in those sections.

Preparation of the Financial Statements. The financial statements, including statements together with the related notes thereto, thereto of the Company incorporated by reference in the Registration Statement, the Preliminary Prospectus 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 and cash flows for the periods specified. Such financial statements comply as to form in all material respects with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statementotherwise noted therein. The summary selected financial data and the selected summary financial data information of the Company included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference of the Company included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly presents in all material respects the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including statements filed with the related notes thereto, incorporated by reference in Commission as a part of the Registration Statement, the Preliminary Prospectus Statement and the included in each Applicable Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement or any Applicable Prospectus under the Securities Act. The summary pro forma consolidated financial data statements of the Company and its subsidiaries and the selected financial data related notes thereto included or incorporated by reference under the captions “Summary—Summary Historical and Pro Forma Consolidated Financial and Operating Data” and “Unaudited Pro Forma Consolidated Financial Information” and elsewhere in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus 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, including the related all notes and schedules thereto, filed with the Commission and incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the each Applicable Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting applicable requirements of the Securities Act Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement or any Applicable Prospectus under the Securities Act. The summary financial data set forth in each Applicable Prospectus under the caption “Summary—Summary Financial and Other Information” and the selected financial data included or incorporated by reference in each Applicable Prospectus from the Preliminary Prospectus and Company’s Annual Report on Form 10-K for the Prospectus fiscal year ended December 31, 2012 under the caption “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 financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary 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 rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements, including statements filed with the related notes thereto, Commission and incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statement schedule included or incorporated by reference in the Registration Statement presents fairly the information required to be stated therein. Such consolidated financial statements and financial statement schedule comply as to in form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied promulgated in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto and subject, in the case of unaudited financial statements, to year-end adjustments. No other financial statements or supporting schedules are required to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the . The consolidated financial data set forth in any Preliminary Prospectus and the Prospectus under the captions “Prospectus Summary - Summary Consolidated Financial Data,” and “Capitalization” fairly presents present the information called for set forth therein on a basis consistent with that of the consolidated audited financial statements contained or incorporated by reference in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoRegistration Statement.

Preparation of the Financial Statements. The consolidated financial statements, including the together with related notes theretoschedules and notes, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly Prospectus, comply in all material respects with the requirements of the Securities Act and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries as of and the Subsidiaries on the basis stated therein at the respective dates indicated and the results of their operations and cash flows or for the respective periods specified. Such financial to which they apply; such statements comply as to form with the accounting requirements of the Securities Act and related schedules and notes have been prepared in conformity accordance with the generally accepted accounting principles as consistently 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary financial data disclosed therein; and the selected financial data and the summary financial data included or incorporated by reference in the Prospectus (or any Preliminary Prospectus and the Prospectus Prospectus) present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language information included or incorporated by reference in the Registration Statement, ; and the Preliminary Prospectus pro forma financial statements of the Company and the Subsidiaries and the related notes thereto included in the Registration Statement and the Prospectus (or any Preliminary 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 's rules and guidelines applicable theretowith respect to pro forma financial information 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, including statements of the related notes thereto, incorporated by reference Company included in the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Prospectus Final Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their consolidated operations and cash flows for the periods specified. The schedules, if any, included in the General Disclosure Package and the Final Offering Memorandum present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and schedule have been prepared in conformity with generally accepted accounting principles (“GAAP”) 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 related notes thereto. No other The financial statements are required to be included data set forth in the Registration Statement. The summary financial data and General Disclosure Package under the selected financial data included or incorporated by reference in the Preliminary Prospectus and the Prospectus present caption “Summary—Summary Consolidated Financial Data” 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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus and the ProspectusGeneral Disclosure Package. The interactive data in eXtensible Business Reporting Language included in or incorporated by reference in into the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Prospectus Final Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretothereto in each case in all material respects.

Preparation of the Financial Statements. The financial statements, including together with the related schedules and notes theretoof the Company, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries subsidiaries, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other The pro forma financial statements are required to be included in the Registration Statement. The summary financial data information and the selected financial data related notes thereto included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly has been prepared in all material respects accordance with the Commission's rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information shown therein are, reasonable and have been compiled on a basis consistent with that are set forth in each of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus 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 financial statements, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries and Catellus and its subsidiaries, as applicable, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with 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 related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference included in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language In addition, any pro forma financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement 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, including statements filed with the related notes thereto, Commission as a part of or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and included in the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in or incorporated in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with 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 related notes theretothereto or, in the case of unaudited interim financial statements, for normal year-end adjustments and the omission of certain footnotes as permitted by the applicable rules of the Commission. No other financial statements or supporting schedules are required to be included in or incorporated in the Registration Statement. The summary financial data and the selected financial data included set forth or incorporated by reference in the Preliminary Prospectus under the captions “Ratio of Earnings to Fixed Charges” and the Prospectus “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 financial statements contained, incorporated by reference or deemed to be incorporated in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including the related notes thereto, statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results statement of their operations operations, shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards (“IFRS”) as applied issued by the International Accounting Standards Board or U.S. GAAP, as applicable, and except, in the United States (“U.S. GAAP”) case of unaudited financial statements, subject to normal year-end adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included in or incorporated by reference in the Preliminary Prospectus Registration Statement and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, Statement or the Preliminary Prospectus and under the ProspectusSecurities Act or the Exchange Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements, statements (including the related notes thereto, ) of the Company and its consolidated subsidiaries included or incorporated ​ ​ by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and 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 and the changes in their cash flows for the periods specified. Such ; such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied (“GAAP”) in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, except as may be expressly stated in the related notes thereto. No other case of unaudited interim financial statements statements, which are required subject to be included in normal year-end adjustments and do not contain certain footnotes as permitted by the Registration Statement. The summary financial data applicable rules of the Commission, and the selected financial data any supporting schedules included or incorporated by reference in the Preliminary Prospectus Registration Statement and the Prospectus present fairly in all material respects the information shown therein required to be stated therein; and have been compiled on a basis consistent with that of the audited other financial statements incorporated by reference information included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly presents the information called for in all material respects the information shown thereby; and has the pro forma financial information and the related notes thereto have been prepared in accordance with the Commission’s rules applicable requirements of the Securities Act in all material respects, and guidelines applicable theretothe assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus.

Preparation of the Financial Statements. The historical financial statements, including together with the related notes theretoschedules and notes, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Final Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of under the Securities Act and have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States (“U.S. GAAP”) 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 are required to be included in the Registration Statement. The summary financial data and the selected financial data included set forth or incorporated by reference in the Preliminary Prospectus General Disclosure Package and the Final Prospectus present under the captions “Prospectus Supplement Summary—Summary Consolidated Financial and Operating Information,” “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the General Disclosure Package and the Final Prospectus fairly present, in all material respects respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus General Disclosure Package and the Final Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The historical financial statements, including statements together with the related notes thereto, thereto incorporated by reference in the Registration Statement, the Preliminary Time of Sale Prospectus and the Prospectus present fairly comply in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary selected financial data and the selected summary financial data information included or incorporated by reference in the Preliminary Registration Statement, the Time of Sale 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 financial statements incorporated by reference in the Registration Statement, the Preliminary Time of Sale Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the in the Registration Statement, the Preliminary Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated financial statements, including statements filed with the related notes thereto, Commission and incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Preliminary Prospectus Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statement schedule included or incorporated by reference in the Registration Statement presents fairly the information required to be stated therein. Such consolidated financial statements and financial statement schedule comply as to in form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied promulgated in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto and subject, in the case of unaudited financial statements, to year-end adjustments. No other financial statements or supporting schedules are required to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the . The consolidated financial data set forth in any Preliminary Prospectus and the Prospectus under the captions “Prospectus Summary — Summary Consolidated Financial Data,” and “Capitalization” fairly presents present the information called for set forth therein on a basis consistent with that of the consolidated audited financial statements contained or incorporated by reference in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoRegistration Statement.

Preparation of the Financial Statements. The financial statements, including the related notes thereto, statements included or incorporated by reference in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its subsidiaries as of and Subsidiaries at the dates indicated and the results statement of their operations operations, stockholders’ equity and cash flows of the Company for the periods specified. Such ; said financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as may be expressly stated if any, present fairly, in all material respects, in accordance with GAAP the related notes thereto. No other financial statements are information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference in the Preliminary Prospectus Statement and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, Statement or the Preliminary Prospectus under the Securities Act or the rules and the Prospectusregulations promulgated thereunder. The interactive data in eXtensible Business Reporting Language included or incorporated by reference All disclosures contained in the Registration Statement, the Preliminary Prospectus Statement and the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for in all material respects rules and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the Exchange Act and guidelines applicable theretoItem 10 of Regulation S-K of the Act, to the extent applicable.

Preparation of the Financial Statements. The consolidated financial statements, including the together with related notes theretoschedules and notes, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly Prospectus, comply in all material respects with the requirements of the Securities Act and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries as of and the Subsidiaries on the basis stated therein at the respective dates indicated and the results of their operations and cash flows or for the respective periods specified. Such financial to which they apply; such statements comply as to form with the accounting requirements of the Securities Act and related schedules and notes have been prepared in conformity accordance with the generally accepted accounting principles as consistently 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 related notes thereto. No other financial statements are required to be included in the Registration Statement. The summary financial data disclosed therein; and the selected financial data and the summary financial data included or incorporated by reference in the Prospectus (or any Preliminary Prospectus and the Prospectus Prospectus) present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, ; and the Preliminary Prospectus pro forma financial information of the Company and the Subsidiaries and the related notes thereto included in the Registration Statement and the Prospectus (or any Preliminary 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 information 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, including statements filed with the related notes thereto, incorporated by reference Commission as a part of the Registration Statement and included in the Registration Statement, the Preliminary Time of Sale Prospectus 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 and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States States, (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The summary financial data and the selected financial data included or incorporated by reference set forth in the Preliminary Prospectus under the captions “Prospectus Summary—Summary Consolidated Financial and the Other Data,” “Prospectus Summary — Summary Parent Company Only Financial Data,” “Selected Consolidated Financial and Other Data,” “Selected Parent Company Only 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 financial statements incorporated by reference contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.