with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed
financial terms of the Transactions with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other
information as Centerview deemed appropriate.
Centerview assumed, without independent verification or any responsibility therefor, the
accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Companys consent, Centerview relied upon such
information as being complete and accurate. In that regard, Centerview assumed, at the Companys direction, that the Internal Data (including, without limitation, the Projections) were reasonably prepared on bases reflecting the best currently
available estimates and judgments of the Companys management as to the matters covered thereby and Centerview relied, at the Companys direction, on the Internal Data for purposes of Centerviews analysis and opinion. Centerview
expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Companys direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities
(contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a
physical inspection of the properties or assets of the Company. Centerview assumed, at the Companys direction, that the final executed Merger Agreement would not differ in any respect material to Centerviews analysis or opinion from the
Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at the Companys direction, that the Transactions will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other
relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerviews analysis or Centerviews opinion and that, in the course
of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transactions, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to
Centerviews analysis or Centerviews opinion. Centerview did not evaluate and did not express any opinion as to the Companys solvency or fair value, or the Companys ability to pay its obligations when they come due, or as to
the impact of the Transactions on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to
any legal, regulatory, tax or accounting matters.
Centerviews opinion expressed no view as to, and did not address, the
Companys underlying business decision to proceed with or effect the Transactions, or the relative merits of the Transactions as compared to any alternative business strategies or transactions that might be available to the Company or in which
the Company might engage. Centerviews opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerviews written opinion, to the holders of the Shares (other than Excluded Shares and
Dissenting Shares) of the Offer Price and the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion
did not address, any other term or aspect of the Merger Agreement or the Transactions, including, without limitation, the structure or form of the Transactions, or any other agreements or arrangements contemplated by the Merger Agreement or entered
into in connection with or otherwise contemplated by the Transactions, including, without limitation, the fairness of the Transactions or any other term or aspect of the Transactions to, or any consideration to be received in connection therewith
by, or the impact of the Transactions on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or
otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the Transactions, whether relative
to the Offer Price or the Merger Consideration to be paid to the holders of the Shares (other than Excluded Shares and Dissenting Shares) pursuant to the Merger Agreement or otherwise. Centerviews opinion was necessarily based on financial,
economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of
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