Common use of Financial Statements of the Company Clause in Contracts

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

Financial Statements of the Company. The financial statements of statements, together with the Company supporting schedules, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the ProspectusProspectus present fairly, together with the related schedules and notesin all material respects, present fairly the financial position position, results of operation, changes in shareholders’ equity and cash flows of the Company and its consolidated subsidiaries at and, to the Company’s knowledge, Xxx Arbor Bancorp, Inc. (“AAB”), as of the dates indicated and for the periods indicated; said specified. The financial statements of the Company and its consolidated subsidiaries and, to the Company’s knowledge, the financial statements of AAB, have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved, except as may be expressly stated in the related notes thereto. The supporting schedules of the Company’s financial statements, if any, and, to the Company’s knowledge, the supporting schedules, if any, of AAB’s financial statements, present fairly fairly, in all material respects respects, in accordance with GAAP the information set forth therein for the periods indicatedrequired to be stated therein. The selected historical financial data and the summary historical financial information included in or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects, the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statementtherein. The pro forma financial statements and the related notes thereto, if any, thereto included in or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus under the 1933 Act or Securities Act. The financial data set forth in each of the 1933 Act RegulationsRegistration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the applicable financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, in each case as of the date set forth therein. All disclosures contained in the Registration Statement, any preliminary prospectus, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “Prospectus and any free writing prospectus that constitute non-GAAP financial measures” measures (as such term is defined by the rules and regulations of under the CommissionSecurities Act and the Exchange Act) 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 Securities Act, to the extent 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, supporting schedules or other financial data in eXtensible Business Reporting Language (“XBRL”) included or and/or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoProspectus.

Financial Statements of the Company. The financial statements statements, together with the supporting schedules, if any, of the Company included or and its subsidiaries incorporated by reference in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods indicated; said specified. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as applied in the United States on a consistent basis throughout the periods presented. The supporting schedulesinvolved, if any, present fairly except as may be expressly stated in all material respects the information set forth therein for the periods indicated. The selected financial data and the summary financial information included in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference in the Registration Statement, the General Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the Prospectus Offering Memorandum fairly presents in all material respects the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The financial data set forth in each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum under the captions “Summary Financial Data” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum. All disclosures contained in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply, in all material respects, with Regulation G under the Exchange Act and, if applicable, Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data incorporated by reference in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum.

Financial Statements of the Company. The financial statements of the Company included or and its subsidiaries incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the respective consolidated financial 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 for the periods indicated; said specified. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods presented. The supporting schedulesinvolved, if any, present fairly except as may be expressly stated in all material respects the information set forth therein for the periods indicated. The selected financial data and the summary financial information included in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference in the Registration Statement, the General Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus Statement fairly presents in all material respects the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus in the column entitled “Actual” under the caption “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements of the Company. The financial statements of the Company included or and its subsidiaries incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods indicated; said specified. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods presented. The supporting schedulesinvolved, if any, present fairly except as may be expressly stated in all material respects the information set forth therein for the periods indicated. The selected financial data and the summary financial information included in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference in the Registration Statement, the General Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus Statement fairly presents in all material respects the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Selected Consolidated Historical Financial Data” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

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

Financial Statements of the Company. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related schedules applicable requirements of the Securities Act and notesthe Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the results of their operations and the changes in their cash flows for the periods indicatedspecified; said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods presented. The covered thereby, and any supporting schedules, if any, schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information set forth therein for the periods indicated. The selected financial data required to be stated therein; and the summary other financial information (other than the financial statements of Franklin Financial Network, Inc. (the “Acquired Business”)) included in or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus present has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statementthereby. The pro forma financial statements information and the related notes thereto, if any, thereto included in or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (i) present fairly the consolidated financial position and results of operations of (A) the Company and its subsidiaries and (B) the Acquired Business and its consolidated subsidiaries, at the dates and for the periods specified on a combined pro forma basis, and (ii) present fairly the consolidated financial position of each of (A) the Company and its subsidiaries and (B) the Acquired Business and its consolidated subsidiaries; said pro forma financial statements and pro forma information shown therein, have been prepared in accordance with the Commission’s rules applicable requirements of the Securities Act and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described thereinExchange Act, as applicable, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and are set forth in the adjustments used therein are appropriate to give effect to Registration Statement, the transactions Pricing Disclosure Package and circumstances referred to thereinthe Prospectus. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package any Preliminary Prospectus or the Prospectus under Prospectus. To the 1933 Act or the 1933 Act Regulations. All extent applicable, all disclosures contained in the Registration Statement, the General Pricing Disclosure Package or the Prospectus, or 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 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. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus fairly presents is updated as necessary to comply with the information called for in all material respects requirements of the Securities Act and has been prepared in accordance with the Commission’s rules and guidelines applicable theretothereto 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 which they apply.

Financial Statements of the Company. The financial statements of statements, together with the Company supporting schedules, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the ProspectusProspectus present fairly, together with the related schedules and notesin all material respects, present fairly the financial position position, results of operation, changes in shareholders’ equity and cash flows of the Company and its consolidated subsidiaries at as of the dates indicated and for the periods indicated; said specified. The financial statements of the Company and its consolidated subsidiaries have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved, except as may be expressly stated in the related notes thereto. The supporting schedulesschedules of the Company’s financial statements, if any, present fairly fairly, in all material respects respects, in accordance with GAAP the information set forth therein for the periods indicatedrequired to be stated therein. The selected historical financial data and the summary historical financial information included in or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects, the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference in the Registration Statement, the General Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus under the 1933 Act or Securities Act. The financial data set forth in each of the 1933 Act RegulationsRegistration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the applicable financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, in each case as of the date set forth therein. All disclosures contained in the Registration Statement, any preliminary prospectus, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “Prospectus and any free writing prospectus that constitute non-GAAP financial measures” measures (as such term is defined by the rules and regulations of under the CommissionSecurities Act and the Exchange Act) 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 Securities Act, to the extent 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, supporting schedules or other financial data in eXtensible Business Reporting Language (“XBRL”) included or and/or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.Prospectus. ​

Financial Statements of the Company. The financial statements filed with the Commission as a part of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly the consolidated financial 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 for the periods indicated; said specified. 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 presented. The supporting schedulesinvolved, if any, present fairly except as may be expressly stated in all material respects the information set forth therein for the periods indicated. The selected financial data and the summary financial information included in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference in the Registration Statement, the General Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Selected Consolidated Historical Financial Data of Sterling” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements of the Company. The financial statements statements, together with the supporting schedules, if any, of the Company included or and its subsidiaries incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the results of their operations, changes in shareholders’ equity and cash flows for the periods indicated; said specified. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as applied in the United States on a consistent basis throughout the periods presentedinvolved, except as may be expressly stated in the related notes thereto. The No other financial statements or supporting schedules, if any, present fairly in all material respects the information set forth therein for the periods indicated. The selected financial data and the summary financial information schedules are required to be included in or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus present under the caption “Capitalization” fairly presents the information shown set forth therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference contained in the Registration Statement, the General Disclosure Package Time of Sale Prospectus 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act RegulationsProspectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “Prospectus and any free writing prospectus that constitute non-GAAP financial measures” measures (as such term is defined by the rules and regulations of under the CommissionSecurities Act and the Exchange Act) comply comply, in all material respects 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 Securities Act, 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, supporting schedules or other financial data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoProspectus.

Financial Statements of the Company. The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly in all material respects, the combined financial position of the Company and its consolidated subsidiaries at as of December 31, 2020 and 2019, and the dates results of its operations and its cash flows of the Company and its Subsidiaries for each of the periods indicated; said financial statements have been prepared years then ended, in conformity with accounting principles generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. The supporting schedules, if any, present fairly in all material respects respects, in accordance with GAAP, the information set forth therein for the periods indicatedrequired to be stated therein. The selected financial data and the summary All non-GAAP financial information included in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference in the Registration Statement, the General Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply complies in all material respects with the requirements of 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. Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, there are no material off-balance sheet arrangements (as defined in Regulation S-K under the 1933 Act, Item 303(a)(4)(ii)). The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the General Disclosure Package Pricing Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma condensed combined financial statements of the Company and its consolidated subsidiaries and the related notes thereto included under the caption “Unaudited Pro Forma Condensed Combined Financial Statements” and elsewhere in the Pricing Prospectus and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments used in the preparation thereof give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements and such other pro forma financial information included in the Pricing Prospectus and the Prospectus. The pro forma financial statements included in the Pricing Prospectus and the Prospectus have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein. The selected financial data, the summary financial information and any other financial information of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus 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 disclosed therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations.

Financial Statements of the Company. The Company’s consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly in all material respects, the combined financial position of the Company and its consolidated subsidiaries at as of December 31, 2020 and 2019, and the dates results of its operations and its cash flows of the Company and its Subsidiaries for each of the periods indicated; said financial statements have been prepared years then ended, in conformity with accounting principles generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved. The supporting schedules, if any, present fairly in all material respects respects, in accordance with GAAP, the information set forth therein for the periods indicatedrequired to be stated therein. The selected financial data and the summary All non-GAAP financial information included in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference in the Registration Statement, the General Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply complies in all material respects with the requirements of 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. Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, there are no material off-balance sheet arrangements of the Company and its Subsidiaries. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the General Disclosure Package Pricing Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The selected financial data, the summary financial information and any other financial information of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus 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 disclosed therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations.

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

Financial Statements of the Company. The consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods covered thereby. The supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, 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 of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates and for the periods indicated; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods presented. The supporting schedules, if any, present fairly in all material respects the information set forth therein for the periods indicated. The selected financial data and the summary financial information included in or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus present fairly the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package 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 Prospectus. The interactive data in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus under fairly presents the 1933 Act or required information in all material respects and is prepared in accordance with the 1933 Act RegulationsCommission’s rules and guidelines applicable thereto in all material respects. All disclosures contained included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, or incorporated by reference therein, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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. The interactive data in eXtensible Business Reporting Language (“XBRL”) pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in accordance with the Commission’s rules applicable requirements of the Securities Act and guidelines applicable theretothe Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

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

Financial Statements of the Company. The financial statements statements, together with the supporting schedules, if any, of the Company included or and its subsidiaries incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the respective consolidated financial 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 for the periods indicated; said specified. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as applied in the United States on a consistent basis throughout the periods presented. The supporting schedulesinvolved, if any, present fairly except as may be expressly stated in all material respects the information set forth therein for the periods indicated. The selected financial data and the summary financial information included in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference in the Registration Statement, the General Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus Statement fairly presents in all material respects the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization,” and under the heading “Financial Highlights” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, fairly present the information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

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

Financial Statements of the Company. The financial statements statements, together with the supporting schedules, if any, of the Company included or and its subsidiaries incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the results of their operations, changes in shareholders' equity and cash flows for the periods indicated; said specified. Such financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods presentedinvolved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects the information set forth therein for the periods indicated. The selected pro forma financial data statements and the summary financial information related notes thereto included in or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus present fairly the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly all material respects the information shown therein, have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement fairly presents in all material respects the information called for and has been prepared in accordance with the Commission's rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Pricing Disclosure Package or the Prospectus. The financial data set forth in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the 1933 Act or caption "Capitalization" fairly present in all material respects the 1933 Act Regulationsinformation set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “Prospectus and any free writing prospectus that constitute non-GAAP financial measures” measures (as such term is defined by the rules Securities Act Regulations and regulations of the CommissionExchange Act Regulations) comply comply, in all material respects 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 Securities Act, to the extent as applicable. The interactive data in eXtensible Business Reporting Language (“XBRL”) 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 of the Company. The financial statements statements, together with the supporting schedules, if any, of the Company included or and its subsidiaries incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods indicated; said specified. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) as applied in the United States on a consistent basis throughout the periods presentedinvolved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly interactive data in all material respects the information set forth therein for the periods indicated. The selected financial data and the summary financial information included in or eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Time of Sale Prospectus present fairly the information shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Company included in or incorporated by reference in the Registration Statement. The pro forma financial statements and the related notes thereto, if any, included in or incorporated by reference in the Registration Statement, the General Disclosure Package 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. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects 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. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Summary Historical Financial Data” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus.