Common use of Preparation of the Financial Statements Clause in Contracts

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed statements, together with the Commission as a part of the Registration Statement related schedules and notes, included in the Prospectus Offering Memorandum present fairly in all material respects the combined consolidated financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "“Summary–Summary Historical of Selected Financial Data” and Pro Forma Combined “Selected Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" ” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined consolidated financial statements data of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined “Summary–Summary of Selected Financial Statements" Data,” “Selected Financial Data” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements therein and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial statistical and market-related data set forth and forward-looking statements included in the Prospectus under Offering Memorandum are based on or derived from sources that the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" Company and "Selected Historical its subsidiaries believe to be reliable and Pro Forma Combined Financial accurate in all material respects and Operating Data" represent their good faith estimates that are made on the basis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information set forth therein on a basis consistent called for in all material respects and have been prepared in accordance with that of the condensed audited combined financial statements contained in the Registration StatementCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "CapitalizationSelected Consolidated Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements information of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Summary--Summary Consolidated Financial Data" and "Selected Unaudited Condensed Pro Forma Combined Financial StatementsData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Financial and Operating Data", "CapitalizationSelected Historical Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Prospectus Summary - Selected Historical and Pro Forma Combined Financial StatementsData", "Selected Historical and Pro Forma Financial Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly fairly, in all material respects, the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "“Summary—Summary Historical and Consolidated Financial Data”, “Selected Consolidated Financial Data”, “Unaudited Pro Forma Combined Financial Consolidated Statements of Operations” and Operating Data"“Capitalization” present fairly, "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed Except as otherwise disclosed in the prospectus, the pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included under the captions “Summary—Summary Consolidated Financial Data”, “Selected Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Statement of Operations” and elsewhere in the prospectus under Prospectus and in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Registration Statement present fairly fairly, in all material respects, the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and its subsidiaries, and the entities under common control therewith as described financial position of the Communications Systems Division of General DataComm, Inc. ("CSD"), in such financial statements (the "COMBINED ENTITIES") each case as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "CapitalizationSelected Consolidated Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Consolidated Financial Statements" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed together with the Commission as a part of related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" Prospectus present fairly present the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The condensed In addition, if any pro forma combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto are included in the prospectus under Registration Statement, the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information contained 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 presented 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The consolidated financial statements filed of the Company, together with the Commission as a part of the Registration Statement and related notes, included in the Prospectus Offering Memorandum present fairly in all material respects the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. [The historical financial data with respect to the Company and its Subsidiaries set forth in the Prospectus Offering Memorandum under the captions "Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Combined Financial and Operating Data," ", "CapitalizationUnaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Registration StatementOffering Memorandum. The condensed unaudited pro forma combined financial statements data of the Combined Entities Company and its Subsidiaries, and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Offering Memorandum present fairly in all material respects the information contained therein, 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, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.therein.](5)

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Selected Financial and Operating Data," ", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined consolidated financial statements statement of the Combined Entities Company and its Subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" [to come] and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries (or, with respect to periods prior to October 8, 2004, the combined financial position of TR Texas Roadhouse Holdings LLC and the entities under common control therewith control), taken as a whole, as described in such financial statements (the "COMBINED ENTITIES") as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Consolidated Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial data set forth in the Prospectus under the captions "Summary Historical and Pro Forma Consolidated Financial Data", "Capitalization" and "Selected Historical and Pro Forma Consolidated Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited consolidated financial statements contained in the Registration Statement and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus present fairly in all material respects the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") of Hormos as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and the Exchange Act and have been prepared in conformity with the applicable generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in each of the preliminary prospectus and the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "CapitalizationSelected Consolidated Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities Company and the related notes thereto included in each of the preliminary prospectus under and the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Prospectus and in the Registration Statement present fairly the information contained therein, 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 basis 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included or incorporated by reference in the Prospectus Offering Memorandum present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "“Summary—Summary Historical Consolidated Financial Information,” “Selected Consolidated Financial Information” and Pro Forma Combined Financial and Operating Data", "“Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed Company’s ratios of earnings to fixed charges set forth in the Offering Memorandum have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. The pro forma combined financial statements data of the Combined Entities Company and the related notes thereto included its subsidiaries incorporated by reference in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements data and have has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") Company as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Financial and Operating Data", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities Company and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Prospectus Summary--Summary Financial StatementsData", "Selected Financial Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S- X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus present fairly in all material respects the combined financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") Company as of and at the dates indicated and the results of their operations and cash flows for the periods specifiedspecified on the basis stated therein. The supporting schedules included the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required by U.S. GAAP or by the Securities Act and the rules and regulations thereunder to be included in the Registration Statement. The historical financial data set forth in the Disclosure Package and the Prospectus under the captions "“Prospectus Summary—Summary Historical Selected Financial Data,” “Selected Financial Data” and Pro Forma Combined Financial and Operating Data", "“Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" ” present fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements information of the Combined Entities and the related notes thereto Company included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined “Prospectus Summary—Selected Financial Statements" Data,” “Capitalization” present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed statements, together with the Commission as a part of the Registration Statement and related notes, included in the Prospectus Offering Memorandum present fairly in all material respects the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries, other than SFC for which none have been prepared, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated otherwise in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "“Offering Memorandum Summary–Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "Capitalization" ” and "“Selected Historical and Pro Forma Combined Consolidated Financial and Operating Data" ” present fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries, including SFC, and the related notes thereto included in the prospectus under the caption "Unaudited Condensed “Offering Memorandum Summary–Summary Historical and Pro Forma Combined Consolidated Financial Statements" and Operating Data,” “Unaudited Pro Forma Consolidated Financial Data” and elsewhere in the Offering Memorandum present fairly the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration StatementTransactions.

Preparation of the Financial Statements. The consolidated financial statements filed statements, together with the Commission as a part of the Registration Statement related schedules and notes, included or incorporated by reference in the Prospectus Offering Memorandum present fairly the combined consolidated financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth or incorporated by reference in the Prospectus Offering Memorandum under the captions "“Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "Capitalization" Other Data of Nexstar” and "Selected “Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data" Other Data of Media General” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained or incorporated by reference in the Registration StatementOffering Memorandum. The condensed pro forma combined financial statements of the Combined Entities Parent and its subsidiaries and the related notes thereto included or incorporated by reference in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial interactive data set forth in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus under Offering Memorandum and the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" Pricing Disclosure Package fairly present the information set forth therein on a basis consistent called for in all material respects and have been prepared in accordance with that of the condensed audited combined financial Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements contained included in the Registration StatementPricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements its subsidiaries, Ficon Technology, Inc. (the "COMBINED ENTITIESFicon"), T.sqware, Inc. ("T.sqware") and iCompression, Inc. ("iCompression"), as the case may be, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and any supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical and Pro Forma Combined Financial and Operating Data", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities and the related notes thereto included in the prospectus under the caption "Summary--Summary Pro Forma Financial Data", "Unaudited Condensed Pro Forma Combined Financial StatementsInformation" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration StatementStatement pursuant to Regulation S-X under the Securities Act.

Preparation of the Financial Statements. The financial statements filed statements, together with the Commission as a part of the Registration Statement related schedules and notes, included in the Prospectus Offering Memorandum present fairly the combined consolidated financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "“Summary—Summary Historical and Pro Forma Combined Financial Data” and Operating Data", "Capitalization" and "“Selected Historical and Pro Forma Combined Financial and Operating Data" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements and unaudited pro forma financial statements, as applicable, contained in the Registration StatementOffering Memorandum, except as noted therein. The condensed unaudited pro forma combined financial statements of the Combined Entities Issuer and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Offering Memorandum present fairly the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial statistical and market-related data set forth and forward-looking statements included in the Prospectus under Offering Memorandum are based on or derived from sources that the captions "Summary Historical Pro Forma Combined Financial Statements"Issuer believes to be reliable and accurate in all material respects and, "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present in the information set forth therein on a basis consistent with that case of the condensed audited combined financial statements contained in forward-looking information, represents its good faith estimates that are made on the Registration Statementbasis of data derived from such sources.

Preparation of the Financial Statements. The financial statements filed of ASG LLC and Group, together with the Commission as a part of the Registration Statement and related supporting schedules, included in the Prospectus Offering Memorandum present fairly in all material respects the combined consolidated financial position of TR Holdings each of ASG LLC and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") Group and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "“Offering Memorandum Summary—Summary Historical Consolidated Financial Information” and Pro Forma Combined Financial and Operating Data", "Capitalization" and "“Selected Historical and Pro Forma Combined Financial and Operating Data" Information” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined consolidated condensed financial statements of the Combined Entities ASG LLC and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined “Offering Memorandum Summary—Summary Consolidated Financial Statements" Information” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Financial and Operating Other Data," ", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements data set forth in the Prospectus under such captions and have been properly presented elsewhere in the Prospectus and Registration Statement fairly present the information set forth therein 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The historical financial statements filed statements, together with the Commission as a part of related schedules and notes, included or incorporated by reference in the Registration Statement Disclosure Package and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith its subsidiaries and PGS Onshore and its subsidiaries, as described in such financial statements (the "COMBINED ENTITIES") applicable, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements under the Securities Act and have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth or incorporated by reference in the Disclosure Package and the Prospectus under the captions "“Summary—Summary Historical and Pro Forma Combined Financial Data” and Operating “Selected Financial Data", "Capitalization" ” and "Selected Historical and Pro Forma Combined Financial and Operating Data" elsewhere in or incorporated by reference in the Disclosure Package fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementDisclosure Package and the Prospectus. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included as an exhibit to the Form 8-K of the Company filed with the Commission on December 7, 2009 and incorporated by reference in the prospectus under Disclosure Package and the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Prospectus and elsewhere in the Disclosure Package and the Prospectus present fairly the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly and accurately (i) the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified and (ii) the revenue and certain expenses of Sheridan Plaza at Inverness, LLC for the periods specified. Any supporting schedules included in the Registration Statement present fairly and accurately the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto and the statement of estimated taxable operating results and cash to be made available by operations based thereon included in the prospectus under Prospectus and the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Registration Statement present fairly and accurately the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements thereto and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other financial statements or supporting schedules are required to be included in the Registration Statement. The pro forma financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Pro Forma Combined Financial StatementsData," ", Selected Financial Information" and "Capitalization" fairly and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly accurately present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration StatementStatement when read in conjunction with the textual information included in those sections.

Preparation of the Financial Statements. The financial statements filed together with the Commission as a part of related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”) as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" Prospectus present fairly present the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The condensed In addition, if any pro forma combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto are included in the prospectus under Registration Statement, the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information contained 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 presented 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The consolidated financial statements statements, together with the related schedules and notes thereto, filed with the Commission as a part of the Registration Statement and included in the Prospectus and the Disclosure Package present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The pro forma financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities and the related notes thereto included in the prospectus under Registration Statement, the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information contained 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 presented 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. Other than the financial statements included in the Registration Statement, no other financial statements or supporting schedules are required to be included therein. The pro forma financial data set forth and financial information included in the Prospectus and the Disclosure Package under the captions "Summary Historical “Selected Financial Data” and “Unaudited Selected Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" ” present fairly present in all material respects the information set forth shown therein and have been compiled on a basis consistent with that of the condensed audited combined financial statements included in the Registration Statement. All disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the each Applicable Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Statement or any Applicable Prospectus under the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementSecurities Act. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included under the captions “Summary—Summary Historical and Pro Forma Consolidated Financial and Operating Data” and “Unaudited Pro Forma Consolidated Financial Information” and elsewhere in the prospectus under Prospectus and in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Registration Statement present fairly the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus comply as to form in all material respects with the requirements of the Securities Act and present fairly the combined respective financial position positions of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") ▇▇▇▇▇.▇▇▇ as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Financial and Operating Data", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities Company and the related notes thereto included in the prospectus Prospectus and the pro forma financial data set forth under the caption "Unaudited Condensed Pro Forma Combined Prospectus Summary--Summary Financial StatementsData", "Selected Financial Data" and elsewhere in the Prospectus, and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and data and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "“Summary—Summary Historical Selected Financial Information,” “Selected Financial Information” and Pro Forma Combined Financial and Operating Data", "“Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed unaudited pro forma combined financial statements information of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "“Unaudited Condensed Pro Forma Combined Consolidated Financial Statements" present fairly Information” and elsewhere in the information contained therein, Prospectus and in the Registration Statement have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements information and have been properly presented on the bases described therein, and management believes that the assumptions used in the preparation thereof are reasonable and that the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements Xenotech, L.P. a California limited partnership (the "COMBINED ENTITIESXenotech, L.P.") as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical and Pro Forma Combined Financial and Operating Data," ", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma condensed combined financial statements of the Combined Entities Company and Xenotech L.P. and the related notes thereto filed with the Commission as a part of the Registration Statement and included in the prospectus Prospectus and the pro forma financial data included under the caption captions "Unaudited Condensed Pro Forma Combined Summary--Summary Financial StatementsData" and "Capitalization" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus present fairly in all material respects the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiary as of and at the dates indicated and the results of their its operations and cash flows for the periods specifiedspecified on the basis stated therein. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in each of the preliminary prospectus included in the Disclosure Package and the Prospectus under the captions "“Summary—Summary Historical Consolidated Financial Data”, “Selected Consolidated Financial Data” and Pro Forma Combined Financial and Operating Data", "“Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities Company and its subsidiary and the related notes thereto included in each of the preliminary prospectus under included in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Disclosure Package and the Prospectus present fairly the information contained 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 presented on the bases basis 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") Company as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly, the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Financial and Operating Data," ", "CapitalizationSelected Combined Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities Company and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Prospectus Summary-Summary Combined Financial StatementsData," "Selected Combined Financial Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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 basis 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Time of Sale Prospectus and the Prospectus present fairly in all material respects the combined consolidated financial position of TR Holdings the Company, its subsidiaries and the entities under common control therewith as described in such each other entity for which financial statements (the "COMBINED ENTITIES") are included as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules to the financial statements included in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements statement or supporting schedules to the financial statements are required to be included in the Registration StatementStatement or any Applicable Prospectus. The historical financial data (other than the pro forma financial information and the related notes thereto) set forth in the each Applicable Prospectus under the captions "“Prospectus Summary—Summary Historical and Pro Forma Combined Consolidated Financial and Operating Other Data", "Capitalization" and ",” “Selected Historical and Pro Forma Combined Consolidated Financial and Operating Other Data" ” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementStatement and each Applicable Prospectus. The condensed pro forma combined financial statements of the Combined Entities information and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" each Applicable Prospectus present fairly in all material respects the information contained therein, 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 applicable requirements of the bases described thereinSecurities Act, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statementeach such Applicable Prospectus.

Preparation of the Financial Statements. The financial statements filed statements, together with the Commission as a part of the Registration Statement related schedules and notes, included in the Prospectus Offering Memorandum present fairly the combined consolidated financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "“Summary—Summary Historical and Pro Forma Combined Condensed Consolidated Financial and Operating Other Data", "Capitalization" ” and "“Selected Historical and Pro Forma Combined Financial and Operating Data" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined financial statements data of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed “Summary–Summary Historical and Pro Forma Combined Condensed Consolidated Financial Statements" present fairly and Other Data” and elsewhere in the information contained therein, Offering Memorandum have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described thereininformation, 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. The pro forma financial statistical and market-related data set forth and forward-looking statements included in the Prospectus under Offering Memorandum are based on or derived from sources that the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" Company believes to be reliable and "Selected Historical accurate in all material respects and Pro Forma Combined Financial and Operating Data" fairly present represent its good faith estimates that are made on the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statementdata derived from such sources.

Preparation of the Financial Statements. The consolidated financial statements of the Company and the separate financial statements of each of the Founding Companies filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and its subsidiaries and each of the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") Founding Companies as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Selected Financial and Operating Data", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the Founding Companies and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Prospectus Summary--Summary Pro Forma Combined Financial StatementsData", "Pro Forma Combined Selected Financial Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States, ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data," ", "CapitalizationSelected Consolidated Financial Capitalization Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementStatement other than the absence of footnotes. The condensed pro forma combined financial statements and pro forma as adjusted consolidated balance sheet data of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Summary--Summary Consolidated Financial StatementsData," "Selected Consolidated Financial Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed together with the Commission as a part of the Registration Statement and included related notes thereto contained or incorporated by reference in the Prospectus Pricing Disclosure Package, the Preliminary Offering Memorandum and the Final Offering Memorandum present fairly in all material respects the combined consolidated financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specifiedspecified therein. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The summary financial statements or supporting schedules are required to be information included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "“Summary Historical Consolidated Financial Data of the Company” and Pro Forma Combined “Summary Historical Consolidated Financial Data of the Acquired Businesses” in the Pricing Disclosure Package, the Preliminary Offering Memorandum and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" the Final Offering Memorandum present fairly present in all material respects the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration StatementPreliminary Offering Memorandum and the Final Offering Memorandum. The condensed Except as otherwise disclosed in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum, the pro forma combined financial statements of the Combined Entities information and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" therein present fairly in all material respects the information contained 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 presented on the bases described thereinstatements, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinin each of the Preliminary Offering memorandum, the Pricing Disclosure Package and the Final Offering Memorandum. The pro forma No other financial data set forth statements are required to be included in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration StatementPreliminary Offering Memorandum or Final Offering Memorandum.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules, if any, included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical and Pro Forma Combined Financial and Operating Data", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements data of the Combined Entities Company and the related notes thereto included under the captions "Summary - Summary Financial Data" and "Capitalization" in the prospectus under Prospectus and in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Registration Statement, if any, present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement Pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements filed of the Company, together with the Commission as a part of the Registration Statement and related notes, included in the Prospectus Offering Memorandum present fairly fairly, in all material respects, the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements included in the Offering Memorandum comply as to form with the applicable requirements of the Securities Act. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data with respect to the Company and its Subsidiaries set forth in the Prospectus Offering Memorandum under the captions "Offering Memorandum Summary -- Summary Consolidated Historical and Pro Forma Combined Financial and Operating Data," ", "CapitalizationUnaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present fairly, in all material respects, the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Registration StatementOffering Memorandum. The condensed unaudited pro forma combined financial statements data of the Combined Entities Company and its Subsidiaries, and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Offering Memorandum present fairly fairly, in all material respects, the information contained therein, 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, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements Financial Statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements Financial Statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Actual and Pro Forma Combined Financial and Operating DataInformation", "CapitalizationSelected Consolidated Actual and Pro Forma Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined consolidated financial statements of the Combined Entities company and its subsidiaries and the related notes thereto included under the captions "Prospectus Summary - Summary Consolidated Actual and Pro Forma Financial Information", "Selected Consolidated Actual and Pro Forma Financial Data" and elsewhere in the prospectus under Prospectus and in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Registration Statement present fairly the information contained therein, 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 describes 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed together with the Commission as a part of related notes thereto, incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States ("GAAP") applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" Prospectus present fairly present the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The condensed In addition, if any pro forma combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto are included in the prospectus under Registration Statement, the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information contained 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 presented 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed together with the Commission as a part of related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and included in the Prospectus present fairly in all material respects the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Summary Historical and Pro Forma Combined Financial and Operating Data"Prospectus, "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" if any, present fairly present in all material respects the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The condensed In addition, if any pro forma combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto is included in the prospectus under Registration Statement, the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly in all material respects the information contained 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 presented 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements filed with the Commission as part of the Registration Statement and included or incorporated by reference in the Prospectus present fairly the consolidated financial position of CCG, CCI and ITI and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules, if any, included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules, if any, have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "CapitalizationSelected Consolidated Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus Prospectuses present fairly (i) the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified and (ii) present fairly the combined consolidated financial position of TR Holdings the Acquired Entities and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such The financial statements of the Company and the financial statements of the Acquired Entities have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Prospectuses under the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined condensed financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Summary Financial StatementsData" and elsewhere in the Prospectuses and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed statements, together with the Commission as a part of the Registration Statement related schedules and notes, included in the Prospectus Offering Memorandum present fairly in all material respects the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "“Summary—Summary Historical and Pro Forma Combined Adjusted Consolidated Financial Data” and Operating Data", "Capitalization" and "“Selected Historical and Pro Forma Combined Consolidated Financial and Operating Data" ” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "“Summary—Summary Historical and Adjusted Financial Data”, “Unaudited Condensed Pro Forma Combined Financial Statements" Consolidated Statement of Operations” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements therein and have been properly presented in all material respects 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included or incorporated by reference in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements data of the Combined Entities Company and the related notes thereto its subsidiaries included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Prospectus Summary--Summary Consolidated Financial StatementsData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") Enhanced Response Technologies and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. Such financial statements and supporting schedule have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Financial and Operating Data", "CapitalizationSelected Consolidated Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined consolidated financial statements information of the Combined Entities Company and its subsidiaries and the related notes thereto included under the captions "Prospectus Summary--Summary Financial Data", "Selected Consolidated Financial Data", "Pro Forma Consolidated Financial Information" and elsewhere in the prospectus under Prospectus and in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Registration Statement present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.reasonable

Preparation of the Financial Statements. The financial statements filed together with the Commission as a part of related notes thereto incorporated by reference in the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith its subsidiaries and Catellus and its subsidiaries, as described in such financial statements (the "COMBINED ENTITIES") applicable, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical selected financial data set forth and the summary financial information included in the Prospectus under the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" present fairly present in all material respects the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration StatementStatement and the Prospectus. The condensed In addition, any pro forma combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under Registration Statement and the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Prospectus present fairly the information contained shown therein, have been prepared in all material respects in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and in the opinion of the Company the assumptions used in the preparation thereof are were reasonable at the time made and the adjustments used therein are appropriate were based upon good faith estimates and assumptions believed by the Company to give effect to be reasonable at the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statementtime made.

Preparation of the Financial Statements. (i) The consolidated historical financial statements filed statements, together with the Commission as a part related schedules and notes, of the Registration Statement Company and its consolidated subsidiaries included in the Disclosure Package and the Prospectus present fairly in all material respects, the combined consolidated financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") as of and at the dates indicated and the position, results of their operations and cash flows of the Company as of the dates and for the periods specified. Such financial statements indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated in otherwise noted therein), (ii) the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical selected financial data set forth under the caption “Selected Historical Financial Data of Arch Coal” in the Disclosure Package and the Prospectus under fairly present, on the captions "Summary Historical basis stated in the Disclosure Package and Pro Forma Combined Financial and Operating Data"the Prospectus, "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that included therein, and (iii) the unaudited pro forma financial information and related notes of the audited financial statements Company and its subsidiaries contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities Disclosure Package and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly the information contained therein, Prospectus have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements guidance and have been properly presented on the bases described therein, and the give effect to assumptions used in the preparation thereof thereof, are on a reasonable basis and in good faith and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma To the knowledge of the Company, ICG’s consolidated historical financial data set forth statements, together with the related notes, of ICG and its consolidated subsidiaries included in the Disclosure Package and the Prospectus under present fairly in all material respects, the captions "Summary Historical Pro Forma Combined Financial Statements"consolidated financial position, "Capitalization" results of operations and "Selected Historical cash flows of ICG as of the dates and Pro Forma Combined Financial for the periods indicated, comply as to form with the applicable accounting requirements of the Securities Act and Operating Data" fairly present have been prepared in conformity with generally accepted accounting principles in the information set forth therein United States applied on a consistent basis consistent with that of throughout the condensed audited combined financial statements contained in the Registration Statementperiods involved (except as otherwise noted therein).

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary Historical and Pro Forma Combined Selected Financial and Operating DataInformation", "Capitalization" and "Selected Historical and Pro Forma Combined Consolidated Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined portfolio- based financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Management's Discussion and Analysis of Financial Condition and Results of Operations--Results of Operations--Pro- Forma Combined Financial Statements"Portfolio-Based" Earnings Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed statements, --------------------------------------- together with the Commission as a part of the Registration Statement related schedules and notes, included in the Prospectus Offering Memorandum present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "Offering Memorandum Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Consolidated Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Offering Memorandum Summary--Summary Historical and Pro Forma Combined Consolidated Financial StatementsData", "Unaudited Pro Forma Consolidated Financial Information" and elsewhere in the Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements statements, except that EBITDA and broadcast cash flow are not within the scope of the Commission's guidelines, and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements --------------------------------------- filed with the Commission as a part of the Registration Statement and included in the Prospectus and in the Registration Statement present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows changes in financial position for the periods specified. The supporting schedules included in the Registration Statement, if any, present fairly the information required to be stated therein. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial and other data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", ," "Capitalization," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" "Business--Legal Proceedings," "Management--Executive Compensation," "Management--Stock Plans," "Certain Transactions" and "Selected Historical and Pro Forma Combined Financial and Operating DataPrincipal Shareholders" fairly present the information set forth therein on a basis consistent with that of the audited financial statements of the Company and its consolidated subsidiaries contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions caption "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating DataDilution" fairly present presents the information set forth therein on a the basis consistent with that of the condensed audited combined financial statements contained stated in the Registration StatementProspectus.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of any Form 10-Q or Form 10-K or the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Consolidated Historical and Pro Forma Combined Financial and Operating Data", "Capitalization," and "Selected Consolidated Historical and Pro Forma Combined Financial Data" and Operating Data"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 condensed pro forma combined consolidated financial statements of the Combined Entities Company and its Subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Prospectus Summary--Summary Consolidated Historical and Pro Forma Combined Financial StatementsData", "Selected Consolidated Historical and Pro Forma Financial Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed statements, together with the Commission as a part of the Registration Statement related schedules and notes, included in the Prospectus Offering Memorandum present fairly in all material respects the combined consolidated financial position of TR Holdings the Company (or its predecessor, ATD Operating Company) and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "“Summary—Summary Historical and Pro Forma Combined Proforma Consolidated Financial Data” and Operating Data", "Capitalization" and "“Selected Historical and Pro Forma Combined Consolidated Financial and Operating Data" ” fairly present in all material respects the information set forth therein on a basis consistent in all material respects with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "“Summary—Summary Historical and Adjusted Financial Data”, “Unaudited Condensed Pro Forma Combined Consolidated Financial Statements" ” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in all material respects in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented in all material respects 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Consolidated Financial and Operating 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 condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Prospectus Summary--Summary Consolidated Financial Statementsand Operating Data", "Selected Consolidated Financial and Operating Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data," ", "CapitalizationSelected Consolidated Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements information of the Combined Entities Company and the related notes thereto its subsidiaries included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Summary - Summary Consolidated Financial StatementsData" and "Capitalization" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The Except as stated therein, the financial statements filed statements, together with the Commission as a part of the Registration Statement related schedules and notes, included in the Prospectus Offering Memorandum present fairly in all material respects the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly disclosed therein. Except as stated therein, the pro forma financial statements and other pro forma and as adjusted information presented in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Offering Memorandum present fairly the information contained shown therein, have been prepared in accordance with the Commission's rules and guidelines Article 11 of Regulation S-X with respect to pro forma financial statements and have been properly presented compiled on the bases basis 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 stated therein, the financial statements and the financial information included in the Offering Memorandum comply as to form with the requirements applicable to financial statements required in a registration statement on Form S-1 under the Securities Act. The pro forma financial data set forth in the Prospectus Offering Memorandum under the captions "“Summary—Summary Historical Pro Forma Combined Financial Statements", "Capitalization" Information and "Statistical Data” and “Selected Historical and Pro Forma Combined Consolidated Financial and Operating Data" ” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum. The financial data set forth in the Offering Memorandum under the captions “Summary—Summary Unaudited Pro Forma Financial Information and Statistical Data” fairly present the information set forth therein on a basis consistent with that of the condensed audited combined pro forma financial statements contained in the Registration StatementOffering Memorandum.

Preparation of the Financial Statements. The financial statements of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in each of the Statutory Prospectus and the Prospectus under the captions "“Summary—Summary Historical Consolidated Financial Data,” “Selected Consolidated Financial Data” and Pro Forma Combined Financial and Operating Data", "“Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. [The condensed pro forma combined condensed financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included or under the captions “Summary—Summary Consolidated Financial Data,” “Selected Consolidated Financial Data”] and elsewhere in each of the Statutory Prospectus and the Prospectus and in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Registration Statement present fairly the information contained 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 presented on the bases basis 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "CapitalizationSelected Consolidated Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Prospectus Summary Summary Consolidated Financial StatementsData", "Selected Consolidated Financial Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement Pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed together with the Commission as a part of related notes thereto, incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" Prospectus present fairly present the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The condensed In addition, if any pro forma combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto are included in the prospectus under Registration Statement, the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information contained 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 presented 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company, its subsidiary and UNI, or the entities under common control therewith companies acquired by the Company, as described in such financial statements (the "COMBINED ENTITIES") case may be, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical and Pro Forma Combined Selected Financial and Operating Data", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed unaudited pro forma combined financial statements of the Combined Entities information and the related notes thereto relating to the proposed business combination between the Company and UNI included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial StatementsInformation" present presents fairly the information contained therein, have has been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") Subsidiary as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such The financial statements of the Company and the Subsidiary have been prepared in conformity with generally accepted accounting principles in the U.S. applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", Information," "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The as adjusted condensed pro forma combined financial statements of the Combined Entities Company and the Subsidiary and the related notes thereto included under the captions "Prospectus Summary--Summary Consolidated Financial Information," "Selected Financial Data" and elsewhere in the prospectus under Prospectus and in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma such financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and its subsidiaries, SeaMED Corporation and the entities under common control therewith Contract Electronics Manufacturing Services Operations of Elamex, S.A. de C.V., as described in such financial statements (the "COMBINED ENTITIES") case may be, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary Historical and Pro Forma Combined Selected Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementStatement and included in the Prospectus. The condensed pro forma condensed combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under Prospectus and in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed statements, --------------------------------------- together with the Commission as a part of the Registration Statement related schedules and notes, to be included in the Prospectus Offering Memorandum will present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The financial statements or supporting schedules are required data to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "Offering Memorandum Summary--Summary Historical and Pro Forma Combined Condensed Consolidated Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Consolidated Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined consolidated, condensed financial statements of the Combined Entities Issuers and their respective subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Offering Memorandum Summary--Summary Historical and Pro Forma Combined Condensed Consolidated Financial Data", "Unaudited Pro Forma Consolidated Financial Statements" and elsewhere in the Offering Memorandum will present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements statements, except that Adjusted EBITDA and broadcast cash flow are not within the scope of the Commission's guidelines, and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed together with the Commission as a part of related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" Prospectus present fairly present the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The condensed In addition, if any pro forma combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto are included in the prospectus under Registration Statement, the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information contained 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 presented 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiary as of and at the dates indicated and the results of their its operations and cash flows for the periods specifiedspecified on the basis stated therein. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The historical financial data set forth in each of the preliminary prospectus included in the Disclosure Package and the Prospectus under the captions "“Summary—Summary Historical Consolidated Financial Data”, “Selected Consolidated Financial Data” and Pro Forma Combined Financial and Operating Data", "“Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities Company and its subsidiary and the related notes thereto included in each of the preliminary prospectus under included in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Disclosure Package and the Prospectus or incorporated by reference in each of the preliminary prospectus included in the Disclosure Package and the Prospectus present fairly the information contained 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 presented on the bases basis 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed statements, together with the Commission as a part of the Registration Statement related schedules and notes, included in the Prospectus Offering Memorandum present fairly in all material respects the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "“Summary— Summary Historical and Pro Forma Combined Proforma Consolidated Financial Data” and Operating Data", "Capitalization" and "“Selected Historical and Pro Forma Combined Consolidated Financial and Operating Data" ” fairly present in all material respects the information set forth therein on a basis consistent in all material respects with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "“Summary—Summary Historical and Adjusted Financial Data”, “Unaudited Condensed Pro Forma Combined Consolidated Financial Statements" ” and elsewhere in the Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in all material respects in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented in all material respects 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed statements, --------------------------------------- together with the Commission as a part of the Registration Statement related schedules and notes, included in the Prospectus Offering Memorandum present fairly the combined consolidated financial position of TR Holdings the Company , the Guarantors and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "Offering Memorandum Summary--Summary Historical and Pro Forma Combined Condensed Consolidated Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Consolidated Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined consolidated, condensed financial statements of the Combined Entities Company, the Guarantors and their respective subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Offering Memorandum Summary--Summary Historical and Pro Forma Combined Condensed Consolidated Financial Data", "Unaudited Pro Forma Consolidated Financial Statements" and elsewhere in the Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements statements, except that Adjusted EBITDA and broadcast cash flow are not within the scope of the Commission's guidelines, and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. [The supporting schedules included in the Registration Statement present fairly the information required to be stated therein.] Such financial statements [and supporting schedules] have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Selected Financial and Operating Data", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Prospectus Summary--Summary Selected Financial StatementsData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the preliminary prospectus and the Prospectus under the captions "“Prospectus Summary—Summary Historical Selected Financial Data”, “Selected Financial Data” and Pro Forma Combined Financial and Operating Data", "“Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "“Unaudited Condensed Pro Forma Combined Financial Statements" Consolidated Statements of Operations” and elsewhere in the preliminary prospectus and the Prospectus and in the Registration Statement present fairly the information contained 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 presented on the bases basis 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The consolidated historical financial statements filed with the Commission as a part of the Registration Statement Company and the related notes and schedules thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects, the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its consolidated subsidiaries as of and at the dates indicated and the results of their operations operations, stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared specified in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated in otherwise noted therein). Except as disclosed therein, the related notes thereto. No other selected financial statements or supporting schedules are required to be included data and summary financial information of the Company set forth under the captions “Prospectus Summary—Summary Historical Consolidated Financial Data” and “Selected Historical Consolidated and Combined Financial Data” in the Registration Statement. The historical financial data set forth in , the General Disclosure Package and the Prospectus under the captions "Summary Historical and Pro Forma Combined Financial and Operating Data"present fairly, "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the General Disclosure Package and the Prospectus. The condensed unaudited pro forma combined condensed consolidated financial statements of the Combined Entities and the related notes thereto included in the prospectus under Registration Statement, the caption "Unaudited Condensed Pro Forma Combined Financial Statements" General Disclosure Package and the Prospectus present fairly the information contained 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 presented 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The consolidated financial statements filed statements, together with the Commission as a part of the Registration Statement related schedules and notes, included or incorporated by reference in the Prospectus Offering Memorandum present fairly the combined consolidated financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth or incorporated by reference in the Prospectus Offering Memorandum under the captions "“Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "Capitalization" Other Data of Nexstar” and "Selected “Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data" Other Data of Tribune” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained or incorporated by reference in the Registration StatementOffering Memorandum. The condensed pro forma combined financial statements of the Combined Entities Parent and its subsidiaries and the related notes thereto included or incorporated by reference in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial interactive data set forth in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus under Offering Memorandum and the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" Pricing Disclosure Package fairly present the information set forth therein on a basis consistent called for in all material respects and have been prepared in accordance with that of the condensed audited combined financial Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements contained included in the Registration StatementPricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Nexstar Parties believe to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical and Pro Forma Combined Selected Financial and Operating Data", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. [The condensed pro forma combined [consolidated][condensed] financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Prospectus Summary--Summary Pro Forma Combined [Consolidated] Selected Financial StatementsData", "Pro Forma [Consolidated] Selected Financial Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement Pursuant to Regulation S-X.]

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") Subsidiary as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such The financial statements of the Company and the Subsidiary have been prepared in conformity with generally accepted accounting principles in the U.S. applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required by the Securities Act to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", Information," "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The as adjusted condensed pro forma combined financial statements of the Combined Entities Company and the Subsidiary and the related notes thereto included under the captions "Prospectus Summary--Summary Consolidated Financial Information," "Selected Financial Data" and elsewhere in the prospectus under Prospectus and in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma such financial statements and have been properly presented on the bases described thereinstatements, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The consolidated financial statements filed of the Company, together with the Commission as a part of the Registration Statement and related notes, included in the Prospectus Offering Memorandum present fairly the combined financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements of the Company have been prepared in conformity with generally accepted accounting principles as applied in Canada applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other , and with respect to the audited consolidated financial statements or supporting schedules are required of the Company have been reconciled to be included generally accepted accounting principles as applied in the Registration StatementUnited States in accordance with Item 17 of Form 20-F under the Exchange Act. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "Summary Historical and Pro Forma Combined — Summary Consolidated Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Consolidated Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed unaudited pro forma condensed combined financial statements information of the Combined Entities Company and the related notes thereto included in the prospectus under the caption "Summary — Summary Consolidated Financial Data," "Unaudited Condensed Pro Forma Condensed Combined Financial Statements" and elsewhere in the Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements (except that they have not been reconciled to generally accepted accounting principles as applied in the United States) and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedule included in the Registration Statement presents fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedule have been prepared in conformity with generally accepted accounting principles as applied in the United States, which principles have been applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical Consolidated Financial Data," "Selected Consolidated Financial Data" and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements consolidated balance sheet of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under Prospectus and in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present Registration Statement presents fairly in all material respects the information contained therein, have has been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the Commission as a part related notes and schedules, and the interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, comply in all material respects with the applicable requirements of the Registration Statement Securities Act and included in the Prospectus Exchange Act, as applicable, and present fairly the combined consolidated financial position of TR Holdings Parent and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and any supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States, (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "“Selected Historical Financial Information,” “Ratio of Earnings to Fixed Charges” and Pro Forma Combined Financial “Capitalization of JMP Group LLC” and Operating Data" elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained or incorporated by reference in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed statements, together with the Commission as a part of related schedules and notes, included in or incorporated by reference into the Registration Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly the combined consolidated financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements in all material respects have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "“Summary—Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in the Registration StatementProspectus are based on or derived from sources that the Company and its consolidated subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The condensed pro forma combined condensed consolidated financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included incorporated by reference in each of the prospectus under Preliminary Prospectus, the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Prospectus and the Registration Statement present fairly in all material respects the information contained 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 presented on the bases basis 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. The pro forma financial interactive data set forth in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent called for in all material respects and have been prepared in accordance with that of the condensed audited combined financial statements contained in the Registration StatementCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") Company as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Selected Financial and Operating Data", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities Company and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Prospectus Summary--Summary Pro Forma Combined Selected Financial StatementsData", "Pro Forma Selected Financial Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The consolidated financial statements filed statements, together with the Commission as a part of the Registration Statement related schedules and notes, included in the Prospectus Offering Memorandum present fairly the combined consolidated financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "“Summary Historical and Pro Forma Consolidated Financial and Other Data of Nexstar,” “Summary Historical Combined Financial Data of the Newport Assets” and Operating Data", "Capitalization" and "“Selected Historical and Pro Forma Combined Financial and Operating Other Data" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined financial statements of the Combined Entities Issuer and their subsidiaries and the related notes thereto included in the prospectus under the caption "“Offering Memorandum Summary– Summary Historical and Pro Forma Consolidated Financial and Other Data of Nexstar,” and “Unaudited Condensed Pro Forma Combined Financial Statements" Data” and elsewhere in the Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions Transactions and circumstances referred to therein. The pro forma financial interactive data set forth in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus under Offering Memorandum and the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" Pricing Disclosure Package fairly present the information set forth therein on a basis consistent called for in all material respects and have been prepared in accordance with that of the condensed audited combined financial Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements contained included in the Registration StatementPricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate and represent their good faith estimates that are made on the basis of data derived from such sources.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined financial position of TR Holdings and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") Company as of and at the dates indicated and the results of their its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical Financial Data," "Selected Financial Data" and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements Company's ratio of the Combined Entities and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect earnings to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data fixed charges set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined - Summary Financial StatementsData," ", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. No pro forma financial information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in each preliminary prospectus and the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary--Summary Historical and Pro Forma Combined Financial and Operating Data", "CapitalizationSelected Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements data of the Combined Entities Company and its subsidiaries and the related notes thereto included in the prospectus under the caption "Summary--Summary Financial Data", "Selected Financial Data", "Unaudited Condensed Pro Forma forma Combined Financial StatementsInformation" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "“Prospectus Supplement Summary—Summary Historical Consolidated Financial Data”, “Capitalization” and Pro Forma Combined “Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" Ratios” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto included incorporated by reference in the prospectus under Prospectus and in the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Registration Statement present fairly the information contained 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 presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data Company’s ratios of earnings to fixed charges set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined caption “Financial Statements", "Capitalization" Ratios” and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in Exhibit 12 to the Registration StatementStatement have been calculated in compliance with Item 503(d) of Regulations S-K under the Securities Act.

Preparation of the Financial Statements. The historical financial statements filed statements, together with the Commission as a part of related notes, included in the Registration Statement and included the Prospectus (and any amendment or supplement thereto), present fairly in all material respects the separate financial position, results of operations, shareholders' equity (and deficit) and cash flows of each of the Company, Safe-Seal, Harley, Plant Specialties, GSV, Steam Supply, ICE/VARCO and Southern Value on the basis stated in the Prospectus present fairly Registration Statement at the combined financial position of TR Holdings and respective dates or for the entities under common control therewith as described in respective periods to which they apply; such financial statements (the "COMBINED ENTITIES") as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements notes have been prepared in conformity accordance with generally accepted accounting principles consistently applied on a consistent basis throughout the periods involved, except as may be expressly stated in disclosed therein; and the related notes thereto. No other summary and selected financial statements or supporting schedules are required to be and statistical information and data included in the Registration Statement. The historical financial data set forth in Statement and the Prospectus under the captions "Summary Historical (and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" any amendment or supplement thereto) present fairly present the information set forth shown therein and such data have been compiled on a basis consistent with that the financial statements presented therein and the books and records of the audited financial statements contained in the Registration StatementCompany, Safe-Seal, Harley, Plant Specialities, Steam Supply, ICE/VARCO and Southern Valve, as applicable. The condensed pro forma combined financial statements of the Combined Entities Company and its Subsidiaries, together with the related notes, as set forth in the Registration Statement and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Prospectus (and any amendment or supplement thereto), present fairly the information contained shown therein, have been prepared in accordance with the Commission's rules and guidelines applicable provisions of Article 11 of Regulation S-X promulgated by the Commission with respect to pro forma financial statements and have been properly presented compiled on the pro forma bases described thereintherein and, and in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. The pro forma ; and the other financial and statistical information and data set forth included in the Registration Statement and the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" (and "Selected Historical any amendment or supplement thereto) are accurately presented and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein prepared on a basis consistent with that such financial statements and the books and records of the condensed audited combined financial statements contained in the Registration StatementCompany and its Subsidiaries.

Preparation of the Financial Statements. The financial statements statements, together with the related notes and schedules, filed with the Commission as a part of or incorporated within the Registration Statement and included in the Prospectus present fairly present, in all material respects, the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in or incorporated in the Registration Statement fairly present, in all material respects, the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity accordance with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The pro forma financial statements, if any, and the other pro forma financial information included in the Registration Statement and the Prospectus (i) present fairly in all material respects the information shown therein, (ii) have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and (iii) have been properly computed on the bases described therein. The assumptions used in the preparation of the pro forma financial statements, if any, and other pro forma financial information included in the Registration Statement and the Prospectus are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. No other financial statements or supporting schedules are required to be included in or incorporated in the Registration Statement. The historical financial data set forth or incorporated in the Prospectus under the captions "Summary Historical and Pro Forma Combined Financial and Operating Data"caption “Ratio of Earnings to Fixed Charges” present fairly, "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Combined Entities and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly the information contained thereincontained, have been prepared in accordance with the Commission's rules and guidelines with respect incorporated or deemed to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained be incorporated in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly and accurately the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Any supporting schedules included in the Registration Statement present fairly and accurately the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto and are in compliance with Regulation S-X promulgated under the Securities Act. The amounts in the Prospectus under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are accurately computed, fairly present the information shown therein and have been determined on a basis consistent with the financial statements included in the Registration Statement and the Prospectus. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Summary Historical “Capitalization” and Pro Forma Combined “Selected Financial Information” fairly and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly accurately present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of Statement when read in conjunction with the Combined Entities and the related notes thereto textual information included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Financial Statements" present fairly the information contained therein, 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, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statementthose sections.

Preparation of the Financial Statements. The financial statements filed statements, together with the Commission as a part of related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and included in the Prospectus present fairly in all material respects the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Summary Historical and Pro Forma Combined Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" Prospectus present fairly present in all material respects the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The condensed In addition, if any pro forma combined financial statements of the Combined Entities Company and its subsidiaries and the related notes thereto is included in the prospectus under Registration Statement, the caption "Unaudited Condensed Pro Forma Combined Financial Statements" Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly in all material respects the information contained 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 presented 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the combined consolidated financial position of TR Holdings the Company and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") its subsidiary as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States and on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Consolidated Financial and Operating Data," ", "CapitalizationSelected Consolidated Financial Data" and "Selected Historical and Pro Forma Combined Financial and Operating DataCapitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined consolidated financial statements of the Combined Entities Company and its subsidiary and the related notes thereto included in the prospectus under the caption "Unaudited Condensed Pro Forma Combined Prospectus Summary--Summary Consolidated Financial StatementsData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, 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, 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. The No other pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained is required to be included in the Registration Statement.Statement pursuant to Regulation S-X.

Preparation of the Financial Statements. The financial statements filed statements, together with the Commission as a part of the Registration Statement related schedules and notes, included or incorporated by reference in the Prospectus Offering Memorandum present fairly the combined consolidated financial position of TR Holdings the Issuers and the entities under common control therewith as described in such financial statements (the "COMBINED ENTITIES") their subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "“Offering Memorandum Summary Historical — Summary Consolidated Selected Financial Data” and Pro Forma Combined “Selected Consolidated Financial and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The condensed pro forma combined consolidated financial statements of the Combined Entities Partnership and its subsidiaries and the related notes thereto included in the prospectus under the caption "Unaudited Condensed “Offering Memorandum Summary — Summary Pro Forma Combined Consolidated Selected Financial Statements" present Data”, “Pro Forma Consolidated Selected Financial Data” and elsewhere in the Offering Memorandum presently fairly the information contained 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 presented on the bases described therein, 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. The pro forma financial data set forth in the Prospectus under the captions "Summary Historical Pro Forma Combined Financial Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial and Operating Data" fairly present the information set forth therein on a basis consistent with that of the condensed audited combined financial statements contained in the Registration Statement.