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

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries at the dates and for the periods specified, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any selected historical operating and financial data included in the Registration Statement and Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectus. In addition, any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial positionposition of the Company at the dates indicated and the statement of operations, results of operations stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and 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 involved, except for normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission in the case of unaudited interim financial statements . The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly under the information shown therein, have been prepared in accordance with 1933 Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act and the 1934 Act Regulations Act”) and Item 10 of Regulation S-K under of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial positionposition of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statements of operations, results of operations other comprehensive income (loss), stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and 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 involved, except as may be explicitly stated in the notes thereto. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. Any selected historical operating and The summary consolidated financial data included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included or incorporated by reference therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly under the information shown therein, have been prepared in accordance with 1933 Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and the 1934 Act Regulations 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.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries Subsidiaries (as defined below) included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position, results of operations and cash flows position of the Company and its consolidated subsidiaries Subsidiaries (as defined below) at the respective dates of and for the respective periods specified, and such to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus present fairly Prospectus. To the information shown thereinextent applicable, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly fairly, in all material respects, the financial positionposition of the Company at the dates indicated and the statement of operations, results of operations stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and 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 involved, except in the case of unaudited interim financial statements, which are subject to normal year-end audit adjustments and exclude certain footnotes as permitted by applicable rules of the Commission. The supporting schedules, if any, included present fairly, in the Registration Statement and Prospectus present fairly all material respects, in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly under the information shown therein1933 Act, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on 1933 Act Regulations, the bases described therein, and 1934 Act or the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all 1934 Act Regulations. Any disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and the 1934 Act Regulations Act, and Item 10 of Regulation S-K under the 1933 ActK, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in 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 included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial positionposition of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, results of operations stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and 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 involved; provided, however, that those financial statements that are unaudited do not contain all footnotes that may be required under GAAP for annual financial statements. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly under the information shown therein, have been prepared in accordance with 1933 Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Securities Exchange Act of 1934 Act and (the “1934 Act Regulations Act”) and Item 10 of Regulation S-K under of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries Subsidiaries included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position, results of operations and cash flows position of the Company and its consolidated subsidiaries Subsidiaries at the dates and indicated or for the periods specified, and such to which they apply. The financial statements of the Company and its consolidated Subsidiaries have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in therein prepared by the Registration Statement Company and Prospectusaudited by Xxxxxxx & Xxxxxxx. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus present fairly Prospectus. To the information shown thereinextent applicable, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Commission Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, present fairly in all material respects the consolidated financial position, position of the Company and its subsidiaries as of the dates shown and its results of operations and cash flows of the Company and its consolidated subsidiaries at the dates and for the periods specifiedshown, and and, except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, except for any normal year-end adjustments in the Company’s quarterly financial statements. The supporting schedules, if any, Except as included in the Registration Statement Statement, the General Disclosure Package and Prospectus present fairly in accordance with GAAP the information Prospectus, no historical or pro forma financial statements or supporting schedules are required to be stated therein. Any selected historical operating and financial data included in the Registration Statement and Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectus. In additionStatement, any pro forma financial statements and the related notes thereto included in the Registration Statement and preliminary prospectus or the Prospectus present fairly under the information shown therein, have been prepared in accordance with 1933 Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of under the 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or 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 included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial positionposition of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, results of operations stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and for the periods specified, ; and such said financial statements comply as to form with the accounting requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus present fairly under the information shown thereinSecurities Act, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on Securities Act Regulations, the bases described therein, and Exchange Act or the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all Exchange Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly fairly, in all material respects, the financial positionposition of the Company and its consolidated Subsidiaries (as defined below) at the dates indicated and the statement of operations, results of operations stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and 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 involved. The supporting schedules, if any, included present fairly, in the Registration Statement and Prospectus present fairly all material respects, in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly presents the information shown therein, have called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Act, to the extent applicableapplicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries Subsidiaries (as defined below) included in the Registration Statement Statement, the Pricing 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, the financial position, results of operations and cash flows position of the Company and its consolidated subsidiaries Subsidiaries (as defined below) at the dates and indicated or for the periods specified, and such to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included present fairly, in the Registration Statement and Prospectus present fairly all material respects, in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectusor incorporated by reference therein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus present fairly Prospectus. To the information shown thereinextent applicable, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects, the financial positionposition of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, results of operations stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and 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 involved. The supporting schedules, if any, included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects, in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly under the information shown therein, have been prepared in accordance with 1933 Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K under of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries Subsidiaries (as defined below) included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, comply with the requirements of the Securities Act and present fairly fairly, in all material respects, the financial position, results of operations and cash flows position of the Company and its consolidated subsidiaries Subsidiaries at the dates and indicated or for the periods specified, and such to which they apply. The financial statements of the Company and its consolidated Subsidiaries have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included present fairly, in the Registration Statement and Prospectus present fairly all material respects, in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus present fairly Prospectus. To the information shown thereinextent applicable, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement or Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly the consolidated financial positionposition of the Company as of and at the dates indicated and the results of its operations, stockholders’ equity and cash flows for the periods specified and contain, with respect to such financial statements for the three-month period ended March 31, 2012 and 2013 and as of March 31, 2013, such adjustments, consisting of normal recurring adjustments, that management considers necessary for a fair presentation of the Company results of operations and cash flows of the Company and its consolidated subsidiaries at the dates and for the periods specified, and such periods. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, included in selected financial data and the Registration Statement and Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any selected historical operating and summary financial data included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly under the information shown therein, have been prepared in accordance with 1933 Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Securities Exchange Act of 1934 Act and (the “1934 Act Regulations Act”) and Item 10 of Regulation S-K under of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial positionposition of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, results of operations shareholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and for the periods specified, ; and such said financial statements comply as to form with the accounting requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus present fairly under the information shown thereinSecurities Act, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on Securities Act Regulations, the bases described therein, and Exchange Act or the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all Exchange Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial positionposition of the Company and its consolidated Subsidiaries at the dates indicated and the statement of operations, results of operations stockholders’ equity (deficit) and cash flows of the Company and its consolidated subsidiaries at the dates and 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 involvedinvolved except where and to the extent noted therein. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and Prospectus the Prospectus, if any, present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in therein, except where and to the Registration Statement and Prospectusextent noted. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly under the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all Securities Act. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Exchange Act and the 1934 Act Regulations and Item 10 of Regulation S-K under of the 1933 Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial positionposition of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, results of operations stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and 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 involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement documents in the General Disclosure Package and in the Prospectus present fairly constitute a fair summary of the information shown therein purported to be summarized and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and ProspectusStatement. In addition, any pro forma No other financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly under the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all Securities Act except as so included or incorporated by reference. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus or incorporated by reference therein regarding “non-non GAAP financial measures” (as such term is defined by the applicable rules and regulations of the Commission) comply with Regulation G of the 1934 Exchange Act and the 1934 Act Regulations and Item 10 of Regulation S-K under of the 1933 Act, Securities Act to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries Subsidiaries (as defined below) included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply, in all material respects, with the requirements of the Securities Act and present fairly fairly, in all material respects, the financial position, results of operations and cash flows position of the Company and its consolidated subsidiaries Subsidiaries (as defined below) at the respective dates of and for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) at the dates and for the periods specified, and such financial statements indicated have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included present fairly, in the Registration Statement and Prospectus present fairly all material respects, in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information, if any, included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information shown therein and have has been compiled on a basis consistent consistent, in all material respects, with the books and records of the Company and that of the audited financial statements included therein. The pro forma financial information, if any, included in the Registration Statement Statement, the Pricing Disclosure Package and Prospectusthe Prospectus give effect to assumptions and adjustments made in good faith on a reasonable basis. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus present fairly Prospectus. To the information shown thereinextent applicable, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus Prospectus, if 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, with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements and the related notes and schedules thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries included in as of the Registration Statement dates indicated and the Prospectus, together with the related schedules and notes, present fairly the financial position, results of their operations and the changes in their cash flows of the Company and its consolidated subsidiaries at the dates and for the periods specifiedspecified (subject to the omission of footnotes and normal year end audit and other adjustments, and as to any unaudited financial statements); such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly under the information shown therein, have been prepared in accordance with 1933 Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all 1933 Act Regulations. All disclosures contained in the Registration Statement or Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act and the 1934 Act Regulations Act, and Item 10 of Regulation S-K under of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects the financial positionposition of the Company and its consolidated Subsidiaries at the dates indicated and the consolidated balance sheets, results consolidated statements of operations income, comprehensive income, changes in shareholders’ equity, and cash flows of the Company and its consolidated subsidiaries at the dates and Subsidiaries for the periods specified, specified and such financial statements have been prepared in compliance with the requirements of the Securities Act and Exchange Act, as applicable, and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data included in the Registration Statement and Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectus. In addition, any pro forma financial statements and the related notes thereto summary financial information included in the Registration Statement and the Prospectus present are accurately and fairly presented and prepared on a basis consistent with the information shown audited financial statements and books and records of the Company. Except as included therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to no historical or pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used or supporting schedules are required to be included in the preparation thereof are reasonable and Registration Statement, any preliminary prospectus or the adjustments used therein are appropriate to give effect to Prospectus. To the transactions and circumstances referred to therein; and extent applicable, all disclosures contained in the Registration Statement or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus is updated as necessary to comply in all material respects with the requirements of the Securities Act and the Commission’s rules and guidelines applicable thereto and present fairly 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 the extent applicablewhich they apply.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries (the “Subsidiaries”) included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply with the requirements of the Securities Act and present fairly in all material respects the consolidated financial position, results of operations and cash flows position of the Company and its consolidated subsidiaries at the dates and for the periods specified, and such Subsidiaries (as defined below). The financial statements of the Company and its consolidated Subsidiaries (as defined below), have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as disclosed therein. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in accordance with GAAP in all material respects the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectusor incorporated by reference therein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus present fairly Prospectus. To the information shown thereinextent applicable, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus is updated as necessary to comply with the extent applicablerequirements of the Securities Act and the Commission’s rules applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries Subsidiaries (as defined below) included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply, in all material respects, with the requirements of the Securities Act and present fairly fairly, in all material respects, the financial position, results of operations and cash flows position of the Company and its consolidated subsidiaries Subsidiaries (as defined below) at the respective dates of and for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) at the dates and for the periods specified, and such financial statements indicated have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included present fairly, in the Registration Statement and Prospectus present fairly all material respects, in accordance with GAAP the information required to be stated therein. Any selected historical operating and The pro forma financial data information, if any, included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly the information shown therein give effect to assumptions and have been compiled adjustments made in good faith on a basis consistent with the books and records of the Company and that of the audited reasonable basis. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus. In additionTo the extent applicable, any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus Prospectus, if 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, with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial positionposition of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, results of operations stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and 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 involvedinvolved 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. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly under the information shown therein, have been prepared in accordance with 1933 Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934 Act and (the “1934 Act Regulations Act”) and Item 10 of Regulation S-K under of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company statements, together with related notes and its consolidated subsidiaries schedules, included in the Registration Statement Statement, the Disclosure Package and the Prospectus, together comply in all material respects with the related schedules applicable requirements of the Act and notes, present fairly in all material respects the financial position, position and the results of operations and cash flows of the Company and its consolidated subsidiaries entities purported to be shown thereby, at the indicated dates and for the periods specified, and such indicated periods. Such financial statements and related schedules have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) , consistently applied on a consistent basis throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The supporting schedulespro forma financial statements, if any, included in the Registration Statement and Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any selected historical operating and financial or data included in the Registration Statement and Prospectus present fairly or the information shown therein and have been compiled on a basis consistent Prospectus, if any, comply with the books and records applicable requirements of the Company and that of the audited financial statements included in the Registration Statement and Prospectus. In addition, any pro forma financial statements Act and the related notes thereto included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereinExchange Act, and the assumptions used in the preparation thereof of such pro forma financial statements and data are reasonable and reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and circumstances referred the pro forma adjustments have been properly applied to therein; and all disclosures contained the historical amounts in the Registration Statement or the Prospectus regarding “compilation of those statements and data. Any non-GAAP financial measures” measure (as such term is defined by the rules and regulations of the Commission) comply ), contained in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company or its predecessors for accounting purposes, fairly presents in all material respect the information purported to be shown thereby and complies in all material respects with Regulation G of the 1934 Act and the 1934 Act Regulations Exchange Act, and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Disclosure Package or the Prospectus that are not included as required.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial positionposition of the Company at the dates indicated and the statement of operations, results of operations stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and 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 involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and Prospectus the Prospectus, if any, present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In addition, any No historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly under the information shown therein, have been prepared in accordance with 1933 Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all 1933 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K under of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements and the related notes thereto incorporated by reference in the Pricing Disclosure Package and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries included in as of the Registration Statement dates indicated and the Prospectus, together with the related schedules and notes, present fairly the financial position, results of operations their operations, changes in stockholders’ equity and the changes in their cash flows of the Company and its consolidated subsidiaries at the dates and 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 involved. The supporting schedules, if any, covered thereby; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly in accordance with GAAP has been derived from the information required to be stated therein. Any selected historical operating and financial data included in the Registration Statement and Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and accounting records of the Company and that of its consolidated subsidiaries and presents fairly in all material respects the audited information shown thereby. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement and Prospectus. In additionStatement, any pro forma financial statements and the related notes thereto included in the Registration Statement and Pricing Prospectus or the Prospectus present fairly under the information shown therein, have been prepared in accordance with Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all regulations promulgated thereunder. All disclosures contained in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable.. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects 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 Subsidiaries (as defined below) included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position, results of operations and cash flows position of the Company and its consolidated subsidiaries Subsidiaries (as defined below) at the respective dates of and for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) at the dates and for the periods specified, and such financial statements indicated have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled compiled, in all material respects, on a basis consistent with the books and records of the Company and that of the audited financial statements included in therein. The pro forma financial information included in, the Registration Statement Statement, the Pricing Disclosure Package and Prospectusthe Prospectus give effect to assumptions and adjustments made in good faith on a reasonable basis as set forth therein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus present fairly Prospectus. To the information shown thereinextent applicable, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial positionposition of the Company and its subsidiaries at the dates indicated and the statement of operations, results of operations stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and for the periods specified, and such ; said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects and in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, the Disclosure Package or the Prospectus present fairly under the information shown therein, have been prepared in accordance with Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all regulations promulgated thereunder. All disclosures contained in the Registration Statement or Statement, the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Exchange Act and the 1934 Act Regulations and Item 10 of Regulation S-K under of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries Subsidiaries (as defined below) included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position, results of operations and cash flows position of the Company and its consolidated subsidiaries Subsidiaries (as defined below) at the respective dates and or for the respective periods specified, and such to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as disclosed therein. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectusor incorporated by reference therein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus present fairly Prospectus. To the information shown thereinextent applicable, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial positionposition of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, results of operations stockholders’ equity and cash flows of the Company and its consolidated subsidiaries at the dates and 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 involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data and the summary financial information included in the Registration Statement documents in the General Disclosure Package and in the Prospectus present fairly constitute a fair summary of the information shown therein purported to be summarized and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and ProspectusStatement. In addition, any pro forma No other financial statements and the related notes thereto or supporting schedules are required to be included or incorporated by reference in the Registration Statement and Statement, the General Disclosure Package or the Prospectus present fairly under the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all Act except as so included or incorporated by reference. All disclosures contained in the Registration Statement Statement, the General Disclosure Package or the Prospectus or incorporated by reference therein regarding “non-non GAAP financial measures” (as such term is defined by the rules applicable Rules and regulations of the CommissionRegulations) comply with Regulation G of the 1934 Exchange Act and the 1934 Act Regulations and Item 10 of Regulation S-K under of the 1933 Act, Act to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries Subsidiaries (as defined below) included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly the financial position, results of operations and cash flows position of the Company and its consolidated subsidiaries at the dates and for the periods specified, and such Subsidiaries (as defined below). The financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any The selected historical operating and financial data included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included in the Registration Statement and Prospectustherein. In additionExcept as included therein, any no historical or pro forma financial statements and the related notes thereto or supporting schedules are required to be included in the Registration Statement and Statement, any preliminary prospectus or the Prospectus present fairly Prospectus. To the information shown thereinextent applicable, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of under the 1934 Exchange Act and the 1934 Act Regulations and Item 10 10(e) of Regulation S-K under the 1933 Securities Act, to the extent applicable.