Disclaimer

In connection with any deliverable containing a link to this webpage (each such deliverable a “Report”) and all related services performed by us related thereto (in each case, the “Services”), we have followed the limited procedures (“Limited Procedures”) set out in our engagement letter with the applicable client (such client, the “Client,” and such engagement letter, the “Engagement Letter”). By acceptance of this Report, you acknowledge that (1) we performed the Limited Procedures that Client’s management identified and requested us to perform, (2) had we performed additional procedures, other matters might have come to our attention that would have been reported to you, (3) the Limited Procedures that we performed should not be taken to supplant additional inquiries and procedures that you should undertake in your consideration of determining the Fair Value of the applicable investment(s) (the “Investments”) in good faith, (4) Management of Client is ultimately and solely responsible for determining the Fair Value of all applicable Investments; and (5) Kroll is not responsible for determining the ultimate Fair Value of the Investments, but rather Kroll’s services are only one factor among many factors which the Client and its management may consider in the Client’s ultimate determination of the fair value of the applicable investments.

We have assumed and relied on, without independent verification, the accuracy and completeness of all financial and other information (e.g. financial projections, historical financial information and other data specific to the applicable Investments) that was made available to us by or on behalf of Client’s Management and from other third-party sources. Our assistance and advice are dependent on such information being complete and accurate in all material respects. While we reviewed the information provided by or on behalf of Management and obtained from third-party source, we will not accept responsibility for the accuracy and completeness of any such information.

With respect to all financial forecasts provided to us, we have assumed they have been reasonably prepared on bases reflecting the best currently available estimate and judgments of Management and/or the respective management of the underlying Investment. Our consideration of these forecasts provides no assurance that a particular level of revenue, EBITDA, cash flow or other measures will be achieved, that events will occur, or that a particular price will be offered or accepted for the company/investments now or in the future. Actual results achieved during the period covered by the financial forecasts may vary from the results we arrived at in performing our Limited Procedures, and those variations may be material. Further, the determination of the price that may ultimately be agreed upon in actual transactions may require consideration of factors beyond the limited support and advice we have provided. Actual transactions involving the Investments might be concluded at higher or lower values, depending upon the circumstances of the transaction and the knowledge and motivations of the buyers and sellers at the time the final terms of the transaction are negotiated.

The Limited Procedures we performed did not constitute an audit, review, compilation or examination (as defined by the American Institute of Certified Public Accountants) of any of the historical or prospective financial information we considered and therefore we do not express any opinion with regard to the same. In addition, we did not examine Investment’s or the Portfolio Companies’ internal controls, and, accordingly, we express no opinion or other form of assurance thereon and our work cannot be relied upon to disclose errors, fraud or illegal acts that may exist.

The Client under the Engagement Letter is the only intended user of our services and work product. Any advice given or Report issued by us is provided solely for the Client’s use and benefit and is only intended to be used in connection with the Client’s internal financial reporting purposes and should not be relied upon by anyone else or used for any other purpose. You shall not provide this Report to any third party, except that it may be provided to: (a) Client’s independent auditors and legal counsel, and (b) other third parties (each, an “Other Third Party Recipient”); provided that any such Other Third Party Recipient execute and deliver a third party release letter in a form satisfactory to Kroll. Notwithstanding the foregoing, you shall not refer to us in writing (either directly by name or indirectly as an independent valuation service provider (or by any other indirect reference or description)), or to the Services, whether in any public filing or other document, without our prior written consent, which we may at our discretion grant, withhold, or grant subject to conditions. In addition to the foregoing prohibitions and requirements, submission of our Report or any portion thereof to, or responding to any comment letter issued by, the Securities and Exchange Commission or its staff, or any written or verbal references to us, our Report or to the Services in such a response is subject to you providing us with prior notice, and allowing us to provide input as to the content of such response. In no event, regardless of whether consent or pre-approval has been provided, shall we assume any responsibility to any third party to which any of Kroll’s advice or work product is disclosed or otherwise made available.

Our Services and the results of our analysis do not constitute or include a solvency opinion, fairness opinion, transaction opinion, or pricing services of any type and should not be construed or relied upon as such. The Services are not intended to be used for any money lending, transactional, tax planning, or other purposes. We have no responsibility to update this Report for events and circumstances occurring after the date of this Report.