Common use of Financial Statements; Non-GAAP Financial Measures Clause in Contracts

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial condition of the Company and its consolidated subsidiaries at the dates indicated and the results of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presented. Except as included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results consolidated statements of operations, other comprehensive income (loss), stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved, except as may be explicitly stated in the notes thereto. Except as included or incorporated or deemed The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be incorporated by reference stated therein. The summary consolidated financial data included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case as in effect on the date hereof and to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The consolidated historical financial statements of the Company and its consolidated subsidiaries included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial condition of the Company and its consolidated subsidiaries at the dates indicated and the position, results of operations, stockholders’ equity operations and cash flows of the Company and its consolidated subsidiaries as of the dates and for the periods specified, indicated and such financial statements have been prepared in conformity with U.S. United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved (except as otherwise noted therein). Except as included or incorporated or deemed to be incorporated by reference The selected historical financial data set forth under the caption “Selected Historical Consolidated Financial Data” in the Registration Statement, the General Disclosure Package and the Prospectus fairly present in all material respects, on the basis stated in the Registration Statement, the General Disclosure Package and the Prospectus, the information included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules schedules, if any, and notes, present fairly fairly, in all material respects respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operationsoperations and comprehensive income, changes in redeemable stock and stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. Except as included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectustherein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1933 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, together with the related schedules and notes, present fairly Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial condition position of the Company and its consolidated subsidiaries at as of the dates indicated and the results of operations, stockholders’ equity their operations and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified, and ; such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods presented. Except as covered thereby, and any supporting schedules included or incorporated or deemed by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the ProspectusProspectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly the information shown thereby. To the extent applicable, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All all disclosures contained in the Registration Statement, the General Disclosure Package or Time of Sale Information and the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act Exchange Act, the rules and regulations thereunder and Item 10 of Regulation S-K under the 1933 Securities Act, in each case to the extent as applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information 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.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the financial condition of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ ' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, documents in the General Disclosure Package and in the Prospectus, no historical or pro forma Prospectus constitute a fair summary of the information purported to be summarized and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. No other financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act except as so included or the 1933 Act Regulationsincorporated by reference. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, Prospectus or incorporated or deemed to be incorporated by reference therein, therein regarding “non-"non GAAP financial measures” " (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case Act to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The consolidated historical financial statements of the Parent and its consolidated subsidiaries included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial condition of the Company and its consolidated subsidiaries at the dates indicated and the position, results of operations, stockholders’ equity operations and cash flows of the Company Parent and its consolidated subsidiaries as of the dates and for the periods specified, indicated and such financial statements have been prepared in conformity with U.S. United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved (except as otherwise noted therein). Except as included or incorporated or deemed to be incorporated by reference The selected historical financial data set forth under the caption “Selected Historical Consolidated Financial Data” in the Registration Statement, the General Disclosure Package and the Prospectus fairly present in all material respects, on the basis stated in the Registration Statement, the General Disclosure Package and the Prospectus, the information included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package any preliminary prospectus or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1933 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference thereinif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, in each case and current Commission written guidance, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents present the required information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All Any disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and Item 10 of Regulation S-K under the 1933 ActK, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements included or incorporated or deemed to be filed with the Commission and incorporated by reference in as a part of the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial condition position of the Company and its consolidated subsidiaries at as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods presentedinvolved (“GAAP”), except as may be expressly stated in the related notes thereto. Except as The interactive data in eXtensible Business Reporting Language included or incorporated or deemed to be incorporated by reference in the Registration Statement, Statement fairly presents the General Disclosure Package information called for in all material respects and has been prepared in accordance with the Prospectus, no historical or pro forma Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act RegulationsProspectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the ProspectusProspectus and any free writing prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “that constitute non-GAAP financial measures” measures (as such term is defined by the rules and regulations of under the Commission1933 Act and the 0000 Xxx) comply in all material respects with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, in each case to the extent as applicable. The interactive To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements or other financial data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in filed with the Commission as a part of the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretoProspectus.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects respect the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved, except as may be expressly stated in the related notes thereto. Except as included or incorporated or deemed The supporting schedules, if any, present fairly in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus present fairly in all material respect the information shown therein and, except as otherwise stated therein, 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 or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) ), if any, comply in all material respects with Regulation G under of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial condition position of the Company and its consolidated subsidiaries the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the results consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Company and its consolidated subsidiaries Covered Entities for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma 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 or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulationstherein. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference thereinreference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, if any, fairly presents present the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results consolidated statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial condition position of the Company and its consolidated subsidiaries Subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity (deficit) and cash flows of the Company and its consolidated subsidiaries Subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved except where and to the extent noted therein. Except as included or incorporated or deemed The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be incorporated by reference stated therein. The summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus, if any, 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 included therein, except where and to the extent noted. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act RegulationsSecurities Act. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Exchange Act and Item 10 of Regulation S-K under of the 1933 Securities Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules notes and notesschedules, present fairly in all material respects fairly, the consolidated financial condition position of the Company and its consolidated subsidiaries at as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, specified and such financial statements have been prepared in compliance with the requirements of the 1933 Act and the 1934 Act and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods presented. Except as included or incorporated or deemed to be incorporated by reference involved; the other financial data contained in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company and its consolidated subsidiaries; there are no financial statements (historical or pro forma financial statements or supporting schedules forma) that are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under that are not included as required; the 1933 Act Company and its consolidated subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the 1933 Act Regulations. All Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus; all disclosures contained in the Registration Statement, the General Disclosure Package or and the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, in each case to the extent applicable. The interactive ; nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference included in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents the information called for is not based on or derived from sources that are reliable and accurate in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable theretorespects.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusOffering Memorandum, together with the related schedules and notes, present fairly fairly, in all material respects respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presented. Except involved, except as included or incorporated or deemed to may be incorporated by reference expressly stated in the Registration Statement, related notes thereto and that the General Disclosure Package and the Prospectus, no historical or pro forma unaudited financial statements or may not contain all footnotes required by GAAP and, subject, in the case of the unaudited financial statements, to normal year-end adjustments. The supporting schedules are schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated or deemed to be incorporated by reference in the Registration StatementOffering Memorandum present fairly, in all material respects, the General Disclosure Package or information shown therein and have been compiled on a basis consistent with that of the Prospectus under the 1933 Act or the 1933 Act Regulationsaudited financial statements included therein. All disclosures contained in the Registration Statement, the General Disclosure Package or the ProspectusOffering Memorandum, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Exchange Act and Item 10 of Regulation S-K under of the 1933 Securities Act, in each case to the extent applicable. The interactive data in the eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum fairly presents the information called for in all material respects and has have been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be and the related notes thereto incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the financial condition position of the Company and its consolidated subsidiaries at as of the dates indicated and the results of operations, stockholders’ equity their operations and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified, and ; such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presented. Except as covered thereby; and the other financial information included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulationsinformation shown thereby. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference thereinif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus, together with the related schedules and notesnotes thereto, present fairly fairly, in all material respects respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operationsincome, comprehensive income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP, the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the ProspectusProspectus present fairly, no historical or pro forma in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulationstherein. All disclosures contained in the Registration Statement, the General Disclosure Package Preliminary Prospectus or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated included or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Preliminary Prospectus, 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.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act Act, and Item 10 of Regulation S-K under the 1933 ActK, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial condition position of the Company and its consolidated subsidiaries entities to which they relate at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries entities to which they relate for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The financial statement schedules attached to such financial statements present fairly in accordance with Regulation S-X under the 1933 Act the information required to be incorporated by reference stated therein. The summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus present fairly the information shown therein 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 or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. (a) The financial statements included or incorporated or deemed to be of the Company and its subsidiaries incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, together with the related schedules (if any) and notesnotes thereto, present fairly in all material respects the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and . All of such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) ), applied on a consistent basis throughout the periods presented. Except involved, except as included or incorporated or deemed to may be incorporated by reference expressly stated in the Registration Statementnotes thereto, and comply with all applicable accounting requirements under the General Disclosure Package Securities Act, Securities Act Regulations, Exchange Act and the ProspectusExchange Act Regulations, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference as applicable. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the ProspectusFinal Offering Memorandum, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) relating to the financial statements of the Company comply in all material respects with Regulation G under of the 1934 Exchange Act and Item 10 of Regulation S-K under of the 1933 Securities Act, in each case to the extent applicable. (b) The supporting schedules, if any, incorporated by reference in the General Disclosure Package and the Final Offering Memorandum present fairly, in accordance with GAAP, the information required to be stated therein. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity in all material respects with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved, expect as otherwise disclosed in the General Disclosure Package. Except as included or incorporated or deemed The supporting schedules, if any, present fairly in accordance with GAAP in all material respects the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operationsincome, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presented. Except as included or incorporated or deemed involved; and the supporting schedules to said financial statements, if any, present fairly, in all material respects, in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) ), if any, comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such . Said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in all material respects applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly, in all material respects and in accordance with GAAP, the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included or incorporated by reference therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case Act to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of Diamond S Shipping III LLC and its consolidated subsidiaries included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”) and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial condition of the Company and its consolidated subsidiaries at the dates indicated and the results of operations, comprehensive income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presented. The supporting schedules, if any, relating to the Company and its consolidated subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein. Except as included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1933 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the 1934 Act Act, and Item 10 10(e) of Regulation S-K under the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results consolidated statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-non- GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply with the requirements of the Securities Act and present fairly fairly, in all material respects respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results of operations, stockholders’ equity and cash flows Subsidiaries. The financial statements of the Company and its consolidated subsidiaries for Subsidiaries, at the periods specified, and such financial statements dates indicated have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed to be incorporated by reference The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are information required to be included or incorporated or deemed to be incorporated by reference in stated therein. To the Registration Statementextent applicable, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All all disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference thereinif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the 1934 Exchange Act and Item 10 10(e) of Regulation S-K under the 1933 Securities Act, in each case all material respects, except as previously disclosed to the extent applicableUnderwriters. The interactive data in Inline eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance is updated as necessary to comply with the requirements of the Securities Act and the Commission's ’s rules and guidelines applicable theretothereto and present fairly, in all material respects, the consolidated financial position, results of operations and changes in financial position of the Company and its Subsidiaries on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply.

Financial Statements; Non-GAAP Financial Measures. The historical consolidated financial statements of the Company included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, present fairly in all material respects the financial condition of the Company and its consolidated subsidiaries at the dates indicated and the position, results of operations, stockholders’ equity operations and cash flows of the Company at the dates indicated and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved (except as otherwise noted therein). Except as included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectustherein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, and the Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated included or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical consolidated financial statements of the Company included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, present fairly in all material respects the financial condition of the Company and its consolidated subsidiaries at the dates indicated and the position, results of operations, stockholders’ equity operations and cash flows of the Company at the dates indicated and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved (except as otherwise noted therein). Except as included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectustherein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, and the Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated included or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly comply as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as applicable, and present fairly, in all material respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved, except as may be expressly stated in the related notes thereto. Except as The summary financial information included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included or incorporated by reference therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act Act, and Item 10 of Regulation S-K under the 1933 ActK, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated included or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, together with the related schedules and notes, present fairly fairly, in all material respects respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) ), in all material respects, applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly in accordance with GAAP the information required to be incorporated by reference stated therein, in all material respects. The selected financial data and the summary financial information included in the Registration StatementOffering Memorandum present fairly, in all material respects, the General Disclosure Package information shown therein and have been compiled on a basis consistent with that of the Prospectus, no audited financial statements included therein. No historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus Offering Memorandum under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the ProspectusFinal Offering Memorandum, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the 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 ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included in or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial condition position of the Company and its consolidated subsidiaries as of and at the dates indicated and the consolidated results of operations, stockholders’ equity their operations and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such . Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods presentedinvolved, except as may be expressly stated in the related notes thereto. Except as The selected financial data and the summary financial information included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package any preliminary prospectus or the Prospectus under the 1933 Securities Act, the Securities Act Regulations, the Exchange Act or the 1933 Exchange Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference thereinif any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G under the 1934 Exchange Act and Item 10 of Regulation S-K under the 1933 Securities Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements included or incorporated or deemed to be incorporated by reference in of the Registration StatementCompany, the General Disclosure Package and the Prospectus, together with including the related schedules and notes, filed with the Commission as a part of the Registration Statement and included in any preliminary prospectus and the Prospectus (the “Financial Statements”) present fairly in all material respects the consolidated financial condition position of the Company and its consolidated subsidiaries Subsidiaries as of and at the dates indicated and the consolidated results of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries Subsidiaries for the periods specified. The Financial Statements, and such financial statements unless otherwise noted therein, have been prepared in conformity with U.S. generally accepted accounting principles in effect in the United States (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as The selected financial data and the summary financial information included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information therein and have been prepared on a basis consistent, in all material respects, with that of the audited consolidated financial statements contained in the Registration Statement, any preliminary prospectus and the Prospectus, no historical or pro forma . No other financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the General Disclosure Package or Prospectus. To the Prospectus under the 1933 Act or the 1933 Act Regulations. All extent applicable, all disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) Commission comply in all material respects with Regulation G promulgated under the 1934 Act, the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.K.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statements of operationscomprehensive loss, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved, except, in the case of unaudited interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. Except as The selected financial data and the summary financial information included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”) and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, present fairly fairly, in all material respects respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP, the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated included or deemed to be incorporated by reference in the Registration Statement, the General 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.

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements included or incorporated or deemed to be incorporated by reference in of the Registration StatementCompany, the General Disclosure Package and the Prospectus, together with including the related schedules and notes, filed with the Commission as a part of the Registration Statement and included in the Prospectus (the “Financial Statements”) present fairly in all material respects the consolidated financial condition position of the Company and its consolidated subsidiaries as of and at the dates indicated and the consolidated results of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The Financial Statements, and such financial statements unless otherwise noted therein, have been prepared in conformity with U.S. generally accepted accounting principles in effect in the United States (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved, except as may be expressly stated in the notes thereto. Except as The selected financial data and the summary financial information included or incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the information therein and have been prepared on a basis consistent with that of the audited consolidated financial statements contained in the Registration Statement, the General Disclosure Package any preliminary prospectus and the Prospectus, no historical or pro forma . No other financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration StatementStatement and the Prospectus. To the extent applicable, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All all disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) Commission comply in all material respects with Regulation G of the 1934 Act, the rules and regulations of the Commission under the 1934 Act (“the “1934 Act Regulations”) and Item 10 10(e) of Regulation S-K under the 1933 Act, in each case to the extent applicable. K. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference included in the Registration Statement, the General Disclosure Package and the Prospectus presents fairly presents the information called for in all material respects the information included therein and has been prepared in all material respects in accordance with the Commission's ’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Package, and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated results of operations, stockholders’ equity equity, and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved, except as stated therein. Except as included or incorporated or deemed The supporting schedules, if any, present fairly in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information, if any, included in the Registration Statement, the General Disclosure Package Package, and the ProspectusProspectus present fairly the information shown therein and have been compiled on a basis consistent with that of, no historical or pro forma as disclosed in, the audited financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulationstherein. All disclosures contained in the Registration Statement, the General Disclosure Package Package, or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package 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.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Offering Materials and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and such specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package Offering Materials and the Prospectus, no historical or pro forma 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 or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulationstherein. All disclosures contained in the Registration Statement, the General Disclosure Package Offering Materials or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Exchange Act and Item 10 of Regulation S-K under of the 1933 Securities Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be included in the documents incorporated by reference in the Registration Statement, the General Disclosure Package Offering Materials 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.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules schedules, if any, and notes, present fairly fairly, in all material respects respects, the financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the results statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified, and ; such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP, the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the ProspectusProspectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent, in all material respects, 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 or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated or deemed to be incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G under of the Securities Exchange Act of 1934 Act (the “1934 Act”) and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Package, and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial condition position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated results of operations, stockholders’ equity equity, and cash flows of the Company and its consolidated subsidiaries for the periods specified; except as stated therein, and such said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. Except as included or incorporated or deemed The supporting schedules, if any, present fairly in accordance with GAAP the information required to be incorporated by reference stated therein. The selected financial data and the summary financial information, if any, included in the Registration Statement, the General Disclosure Package Package, and the Prospectus, no historical or pro forma Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements or supporting schedules are required to be included or incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulationstherein. All disclosures contained in the Registration Statement, the General Disclosure Package Package, or the Prospectus, or incorporated or deemed to be incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the 1934 Act and Item 10 of Regulation S-K under of the 1933 Act, in each case to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package 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.