EX-99.(C)(I)

Exhibit (c)(i)

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Table of Contents

Executive Summary

Public Market Information

Preliminary Financial Analyses

Appendices

Weighted Average Cost of Capital Calculation

Illustrative Summary of Selected Implied Premiums Paid Observations

Glossary of Selected Terms

Disclaimer

Executive Summary

Public Market Information

Preliminary Financial Analyses

Appendices

Disclaimer

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Executive Summary

Process to date

Public market backdrop

Overview of preliminary financial analyses and selected key takeaways

Key next deliverables for Houlihan Lokey

Interim presentation on additional considerations related to a potential transaction

Final presentation as to whether the consideration to be received by the cashed-out shareholders

is fair; updated final presentation on additional considerations related to a potential transaction

provided at the same time

Other process items for Houlihan Lokey

Transaction structure due diligence; reflect terms of proposed transaction

Market updates

Projections updates, if applicable

Follow-up due diligence, if applicable

Selected Finance and Strategic Planning Committee items

Price determination

Quantification of potential economic benefits of a “going-dark” transaction

Qualitative considerations of a potential transaction

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Financial Analyses Summary

Note: No particular weight attributed to any analysis.

Note: Shares and dilutive securities per Poconos management and public filings. Includes (i) 15.0 million shares outstanding as of 6/30/19 and (ii) dilutive impact of 2.6 million warrants, to the extent in-the-money.

Does

not

include

dilutive

impact

0.4

million

unvested

options

and

0.4

million

unvested

restricted

stock

units,

per

Poconos

management.

1. Current Poconos per share price as of 8/20/19.

2. Post-restructuring intra-day high Poconos per share price observed on 5/9/19. As of 8/20/19.

Sources: Poconos projections per Poconos management, public filings and Capital IQ.

Poconos Implied Per Share Value Reference Range

LTM Ended

6/30/19

3.25x –

4.25x

CY 2019E

3.00x –

4.00x

CY 2020E

2.00x –

2.75x

Terminal Multiple:

2.25x –

2.75x

WACC:

12.5% –

13.5%

Current Poconos

Per Share Price

: $13.70

(dollars in actuals)

$24.65

$18.84

$19.94

$19.33

$30.36

$27.65

$28.14

$26.71

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

$35.00

$40.00

$45.00

Post-Restructuring Poconos High

Share Price

: $24.09

Executive Summary

Public Market Information

Preliminary Financial Analyses

Appendices

Disclaimer

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Historical VWAPs

Public Market Trading Overview

(shares outstanding and dollars in millions, except per share values and where otherwise noted)

Trading Market Snapshot

1-Day

3-Day

5-Day

10-Day

15-Day

20-Day

30-Day

60-Day

90-Day

3-Month

Since

Re-

Listing

$13.70

$13.33

$12.31

$12.13

$13.30

$14.13

$15.48

$18.96

$19.45

$19.03

$19.26

(dollars per share)

Per the Company's Form 10-Q for the period ended 6/30/19.

Includes ~15.0 million shares outstanding as of 8/1/19. Potentially dilutive securities, including unvested stock options, unvested RSUs and outstanding warrants, are not yet exercisable or are out-of-the-money.

Includes restricted cash balance of ~$2.0 million as of 6/30/19 returned to unrestricted cash and cash equivalents in August 2019 due to lower than expected payments for professional fees incurred in connection with

corporate restructuring.

Per Capital IQ as of 8/20/19.

Reflects metric over applicable period subsequent to Poconos' corporate restructuring and re-listing on the New York Stock Exchange on 4/3/19.

Per Bloomberg as of 8/20/19. Excludes computerized analysts.

Per public filings

and Company releases.

Excludes

from

public

float

held

consenting

stakeholders

equitized

part

corporate

restructuring

(Värde

Partners,

Inc.;

Brigade

Capital

Management,

LP;

Highbridge

Capital

Management

LLC;

and

Whitebox

Advisors, LLC), directors, officers and other insiders.

Reflects Imperial Capital estimates as of 8/20/19.

10.VWAP based on cumulative trading activity over the designated number of trading days (based on intraday trading).

Sources: Public filings and Company releases, Capital IQ, Bloomberg and equity research.

Public Market Enterprise Value Derivation

Selected Market Information as of August 20, 2019

Closing Stock Price August 20, 2019

$13.70

10-Day Average Trading Price [4]

$12.41

Common Shares Outstanding [1]

15.0

1-Month Average Trading Price [4]

$14.47

Dilutive Shares [1] [2]

0.0

3-Month Average Trading Price [4]

$17.68

Fully Diluted Shares

15.0

All-Time High Trading Price [5]

$24.09

Market Value of Equity

$206.1

All-Time Low Trading Price [5]

$10.67

Total Debt [1]

211.1

Cash and Cash Equivalents [1] [3]

(141.1)

90-Day Average Daily Trading Volume (in shares) [4]

57,528

Public Market Enterprise Value

$276.1

% of Total Shares Outstanding

0.4%

90-Day Average Daily Trading Value [4]

$1.1

% of Market Value of Equity

0.5%

Number of Analysts Covering the Company [6]

Total Public Float [7] [8]

3.7

% of Total Shares Outstanding

24.7%

Implied Multiples

LTM (6/30/19) [7]

CY 2019E [9]

CY 2020E [9]

Enterprise Value / Revenue

0.5x

0.4x

Enterprise Value / Adjusted EBITDA

2.5x

2.3x

2.1x

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Stock Trading History

Selected Trading Prices Since Re-Listing

Source: Capital IQ as of 8/20/19.

(dollars per share)

Since the Company re-listed its shares on the New York Stock Exchange on April 3, 2019, its closing price per share has varied widely,

ranging from $22.83 on May 15, 2019 to $11.33 on August 13, 2019.

Recently, the Company’s per share price has fallen significantly, reaching all-time lows subsequent to its emergence from restructuring

amidst broader oilfield services industry conditions.

$22.83

$11.33

$13.01

$13.70

$14.47

$17.68

$18.34

$10.00

$12.50

$15.00

$20.00

$22.50

$25.00

Apr-19

May-19

Jun-19

Jul-19

Aug-19

Poconos Closing Stock Price

One Week Avg. Closing Price

One-Month Avg. Closing Price

Three-Month Avg. Closing Price

Average Closing Price Since Re-Listing

Low Closing Price Since Re-Listing

High Closing Price Since Re-Listing

$17.50

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Relative Stock Performance

Relative Performance (Since April 3, 2019 Re-Listing)

Drilling

Services

includes

Ensign

Energy

Services

Inc.;

Helmerich

Payne,

Inc.;

Independence

Contract

Drilling,

Inc.;

Nabors

Industries

Ltd.;

Patterson-UTI

Energy,

Inc.;

PHX

Energy

Services

Corp.;

and

Precision

Drilling Corporation.

Rental Tool Services includes Basic Energy Services, Inc.; Frank’s International N.V.; Key Energy Services, Inc.; KLX Energy Services Holdings, Inc.; and Superior Energy Services.

Source: Capital IQ as of 8/20/19.

Relative Performance (Last Month)

-33.0%

0.9%

-11.6%

-43.1%

-59.7%

-17.9%

-2.8%

-21.3%

-20.9%

-36.7%

20%

40%

60%

80%

100%

120%

140%

160%

Apr-19

May-19

Jun-19

Jul-19

Aug-19

Poconos

Drilling Services [1]

Well Services [2]

S&P 500 Index

Oilfield Services Index (OSX)

50%

60%

70%

80%

90%

100%

110%

Jul-19

Aug-19

Poconos

Drilling Services [1]

Well Services [2]

S&P 500 Index

Oilfield Services Index (OSX)

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Since Re-Listing

Last Three Months

Last Month

Last Week

Selected Historical Trading Activity

Note: VWAP in dollars.

Based on VWAP over specified period (last week, last month, last three months or since re-listing).

Source: Bloomberg as of 8/20/19.

1.4%

4.1%

0.7%

9.5%

39.6%

41.0%

3.6%

$10.00-

$12.00

$12.00-

$14.00

$14.00-

$16.00

$16.00-

$18.00

$18.00-

$20.00

$20.00-

$22.00

$22.00-

$24.00

2.2%

6.5%

0.3%

5.7%

38.1%

47.2%

0.0%

$10.00-

$12.00

$12.00-

$14.00

$14.00-

$16.00

$16.00-

$18.00

$18.00-

$20.00

$20.00-

$22.00

$22.00-

$24.00

16.0%

46.8%

2.0%

35.2%

0.0%

$10.00-

$12.00

$12.00-

$14.00

$14.00-

$16.00

$16.00-

$18.00

$18.00-

$20.00

$20.00-

$22.00

$22.00-

$24.00

63.3%

36.7%

0.0%

$10.00-

$12.00

$12.00-

$14.00

$14.00-

$16.00

$16.00-

$18.00

$18.00-

$20.00

$20.00-

$22.00

$22.00-

$24.00

$24.00-

$26.00

Volume: 5.0 million

VWAP¹: $19.26

Volume: 0.1 million

VWAP¹: $12.31

Volume: 0.4 million

VWAP¹: $14.40

Volume: 3.2 million

VWAP¹: $19.03

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Selected Float and Trading Data

Average Daily Volume

/ Public Float

Average Daily Traded Value

(dollars in millions)

Note: Refer to Glossary for full company names.

Based on 90-day average trading volume as of 8/20/19.

Based on 90-day average trading value as of 8/20/19.

Sources: Capital IQ and public filings.

Drilling Services

Rental Tool Services

Summary Statistics

4.5%

2.1%

1.4%

0.5%

0.4%

0.2%

0.1%

4.1%

3.7%

2.7%

0.9%

1.2%

1.8%

1.5%

NBR

PTEN

ICD

ESI

PHX

BAS

KEG

SPN

KLXE

Median

Mean

Poconos

$70.0

$45.2

$37.1

$2.2

$0.9

$0.4

$0.1

$3.1

$5.0

$4.5

$1.0

$0.7

$2.6

$14.2

$1.1

PTEN

NBR

ESI

ICD

PHX

KLXE

SPN

BAS

KEG

Median

Mean

Poconos

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Date of Report

Recommendation

Price Target

Share Price¹

Comments

August 7, 2019

Outperform

$34.00

$12.37

July 19, 2019

Outperform

$34.00

$19.37

May 23, 2019

Outperform

$34.00

$19.34

May 9, 2019

Outperform

$25.00

$21.88

Selected Equity Research Analyst Observations

As of August 20, 2019, the Company is covered by a single designated equity research analyst, Imperial Capital’s Jason Wangler.

Imperial Capital currently has an Outperform rating and price target of $34.00 per share on Poconos common stock, implying a premium

of ~148.2% versus the Company’s closing share price of $13.70 as of August 20, 2019.

Previously and until commencing Chapter 11 restructuring in December 2018, the Company was also covered by Macquarie Research.

Selected Post-Restructuring Imperial Capital Equity Research Commentary

1. Reflects closing share price as of applicable report date.

Sources: Bloomberg and equity research research as of 8/20/19.

“We are maintaining our Outperform rating and one-year price target of $34.00 on [Poconos] shares

following Q2 CY 2019 results…The strong [reported] results allowed [the Company] to generate free

cash flow during the period given a relatively low capex level.”

“The [C]ompany was able to generate higher-than-expected EBITDA as margins expanded

sequentially alongside flattish revenue that outperformed more domestically-focused peers…The

[C]ompany expects to see a significant reduction in revenues domestically, but due to offshore/ international

strength, was able to reiterate CY 2019E adjusted EBITDA guidance of $120-130 million.”

“[The Company] emerged from restructuring at the end of Q1 CY 2019, so Q2 CY 2019E should be a

cleaner quarter and given company guidance is expected to generate significant growth for the

[C]ompany.”

“The [C]ompany was able to reduce its debt significantly through the restructuring and has ample cash on

the books currently.”

“[The Company] laid out Q2 CY 2019E and full-year guidance on its earnings conference call on 5/8/19 that

was ahead of our previous expectations.

“The [C]ompany’s 13.0% cost of debt on the Second Lien term loan (11.0% cash and 2.0% PIK) is

significantly higher than peer companies with low debt levels, favorable metrics, and growth opportunities in

place.”

“Our one-year price target of $34 is based on the use of a 4.0x CY 2020E EV/adjusted EBITDA peer

group multiple that is consistent with peers and above the sub-3.0x multiple where [the Company]

currently trades.”

“Q1 CY 2019 results show higher-than-expected revenue and adjusted EBITDA as [the Company]

focuses on growing its Rental Tools segment, higher rig utilizations, and generating free cash flow

in H2 CY 2019E.”

“[The Company] ended Q1 CY 2019 with $128 million in cash and $210 million in debt that provides ample

liquidity for [the Company] to continue moving forward with its growth initiatives. Additionally, if [the

Company] is able to achieve its free cash flow aspirations in H2 2019E, we believe it could refinance

the $210 million Second Lien Term Loan that carries a high interest rate of 11.0% cash and 2.0% PIK

that would lower [the Company]’s borrowing costs significantly and drive incremental cash flows.”

Executive Summary

Public Market Information

Preliminary Financial Analyses

Appendices

Disclaimer

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Preliminary Financial Analyses Summary

(dollars in millions)

Note: No particular weight was attributed to any analysis.

corporate restructuring, per Poconos management.

Shares and dilutive securities per Poconos management and public filings. Includes (i) 15.0 million shares outstanding as of 6/30/19 and (ii) dilutive impact of 2.6 million warrants, to the extent in-the-money. Does not

include dilutive impact of 0.4 million unvested options and 0.4 million unvested restricted stock units, per Poconos management.

Sources: Poconos historical financials and projections per Poconos management and public filings.

Selected Companies

Discounted Cash

Analysis

Flow Analysis

LTM Ended 6/30/19

CY 2019E

CY 2020E

Terminal Multiple

Adjusted EBITDA

2.25x

2.75x

Discount Rate

Corresponding Base Amount

$111.0

$123.4

$176.7

12.5%

13.5%

Selected Multiples Range

3.25x

4.25x

3.00x

4.00x

2.00x

2.75x

Implied Enterprise Value Reference Range

$360.8

$471.8

$370.1

$493.4

$353.4

$485.9

$440.8

$526.8

Cash and Cash Equivalents as of 6/30/19 [1]

141.1

Implied Total Enterprise Value Reference Range

$501.9

$612.9

$511.2

$634.5

$494.5

$627.1

$582.0

$668.0

Total Debt as of 6/30/19

(211.1)

Implied Total Equity Value Reference Range

$290.8

$401.8

$300.1

$423.4

$283.4

$415.9

$370.8

$456.8

Shares Outstanding [2]

15.0

Implied Per Share Value Reference Range

$19.33

$26.71

$19.94

$28.14

$18.84

$27.65

$24.65

$30.36

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Calendar Year Ended December 31,

LTM Ended

Calendar Year Ending December 31,

CAGR

2016

2017

2018

6/30/2019

2019E

2020E

2021E

2018 to 2021E

International & Alaska Drilling

$287.3

$247.3

$213.4

$249.5

$272.4

$296.1

$336.9

U.S. (Lower 48) Drilling

5.4

12.4

11.7

26.2

44.7

39.8

48.9

International Rental Tools Services

62.6

60.9

79.2

85.0

95.4

107.0

114.7

U.S. Rental Tools Services

71.6

121.9

176.5

205.2

199.4

230.6

245.0

Total Revenue

$427.0

$442.5

$480.8

$566.0

$611.8

$673.5

$745.6

15.7%

Growth %

3.6%

8.7%

27.2%

10.1%

10.7%

International & Alaska Drilling Operating Expenses

(222.8)

(206.6)

(199.3)

(227.2)

(240.9)

(234.7)

(263.9)

U.S. (Lower 48) Drilling Operating Expenses

(19.7)

(19.5)

(19.7)

(28.2)

(40.6)

(35.2)

(39.6)

International Rental Tools Services Operating Expenses

(69.7)

(66.6)

(75.3)

(78.6)

(83.8)

(89.6)

(92.8)

U.S. Rental Tools Services Operating Expenses

(50.2)

(62.8)

(83.9)

(94.4)

(95.1)

(106.5)

(113.6)

Total Operating Expenses

(362.5)

(355.5)

(378.1)

(428.5)

(460.4)

(466.0)

(509.8)

Total Gross Profit

$64.5

$87.0

$102.7

$137.5

$151.5

$207.5

$235.8

31.9%

Margin %

15.1%

19.7%

21.4%

24.3%

24.8%

30.8%

31.6%

Corporate General & Administrative Expenses

(34.3)

(25.7)

(24.5)

(26.5)

(28.1)

(30.8)

(32.0)

Restructuring Charges [1]

0.0

(24.0)

(63.9)

(42.5)

0.0

Other One-Time Items [2]

(1.6)

(4.8)

(52.4)

(103.4)

(51.1)

0.0

EBITDA

$28.5

$56.6

$1.7

($56.2)

$29.7

$176.7

$203.8

392.1%

Margin %

6.7%

12.8%

0.4%

-9.9%

4.9%

26.2%

27.3%

Growth %

98.2%

-97.0%

NMF

15.3%

Total Adjustments [3]

1.6

4.8

76.5

167.2

93.6

0.0

Adjusted EBITDA

$30.2

$61.4

$78.2

$111.0

$123.4

$176.7

$203.8

37.6%

Margin %

7.1%

13.9%

16.3%

19.6%

20.2%

26.2%

27.3%

Growth %

103.5%

27.4%

57.8%

43.3%

15.3%

Depreciation & Amortization

(139.8)

(122.4)

(107.5)

(97.4)

(87.5)

(90.0)

(102.3)

Adjusted EBIT

($109.6)

($61.0)

($29.4)

$13.7

$35.8

$86.7

$101.5

NMF

Margin %

-25.7%

-13.8%

-6.1%

2.4%

5.9%

12.9%

13.6%

Growth %

-44.4%

-51.9%

NMF

142.1%

17.1%

Additional Financial Information

Capital Expenditures

$29.0

$54.5

$70.6

$72.3

$91.8

$104.3

$109.5

Net Working Capital [4]

$63.7

$72.6

$113.5

$81.0

$87.4

$125.4

$148.1

Change in Net Working Capital

($8.9)

($40.9)

$26.1

($38.1)

($22.7)

Selected Historical and Projected Financial Data

(dollars in millions)

Includes

professional

fees,

backstop

premium,

fresh-start

adjustments

and

other

items

associated

with

Poconos'

restructuring,

per

Poconos

management.

Does

not

include

separately

disclosed

reorganization

items.

Reflects total adjustments other than restructuring charges separately disclosed above.

CY 2019 adjustments assume no additional adjustments incurred during remainder of CY. Total Adjustments:

Excludes restricted cash from computations, as applicable.

Consists of (i) gain on settlement of liabilities subject to compromise and (ii) fresh start revaluation gain, per Poconos management.

Source: Poconos historical financials and projections per Poconos management.

Asset Impairment

($0.0)

$1.9

$50.7

$0.0

Loss (Gain) on Disposition of Assets

1.6

2.9

1.7

1.3

(0.3)

0.0

Restructuring Charges [1]

0.0

24.0

63.9

42.5

0.0

Reorganization Items [5]

0.0

51.4

0.0

Total Adjustments

$1.6

$4.8

$76.5

$167.2

$93.6

$0.0

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Selected Companies Analysis

(dollars in millions, except per share values)

Note: No company used in this analysis for comparative purposes is identical to Poconos.

Enterprise

Value

equals

equity

market

value

debt

outstanding

preferred

stock

minority

interests

–

cash

and

cash

equivalents.

Based on closing prices as of 8/20/19.

Based on diluted shares.

Multiples based on forward looking financial information may have been calendarized to Poconos’ fiscal year end of December 31st.

Enterprise Value adjusted for market value of debt as of 8/20/19. Untraded debt or debt for which pricing information was unavailable not adjusted.

Based on publicly available information, analyst estimates and market data as of 8/20/19.

Sources: Bloomberg, Capital IQ and public filings.

Equity Market

Enterprise

Enterprise Value [1] to Adjusted EBITDA

Price [2]

Value [2,3]

LTM

CY 2019E [4]

CY 2020E [4]

Drilling Services

Ensign Energy Services Inc.

$2.21

$356.1

$1,578.1

5.4x

4.9x

4.6x

Helmerich & Payne, Inc.

$38.96

4,311.7

4,422.8

5.6x

5.5x

5.6x

Independence Contract Drilling, Inc.

$1.10

84.6

204.6

3.7x

3.6x

2.2x

Nabors Industries Ltd. [5]

$2.05

758.9

3,954.9

5.0x

4.8x

4.3x

Patterson-UTI Energy, Inc.

$8.38

1,727.5

2,591.6

3.4x

4.0x

4.1x

PHX Energy Services Corp.

$1.92

116.8

128.4

4.1x

3.8x

3.4x

Precision Drilling Corporation [5]

$1.21

375.6

1,396.0

4.7x

4.4x

Low

3.4x

3.6x

2.2x

High

5.6x

5.5x

5.6x

Median

4.7x

4.3x

Mean

4.5x

4.1x

Well Services

Basic Energy Services, Inc. [5]

$1.51

$40.8

$253.7

5.8x

4.8x

3.4x

Frank's International N.V.

$4.58

1,044.8

874.8

NMF

14.1x

9.2x

Key Energy Services, Inc.

$1.30

27.5

239.9

NMF

9.4x

KLX Energy Services Holdings, Inc.

$11.68

299.2

430.9

3.7x

2.8x

2.5x

Superior Energy Services, Inc. [5]

$0.47

75.5

696.6

2.2x

2.7x

2.4x

Low

2.2x

2.7x

2.4x

High

5.8x

14.1x

9.4x

Median

3.7x

3.8x

3.4x

Mean

3.9x

6.1x

5.4x

All Selected Companies

Low

2.2x

2.7x

2.2x

High

5.8x

14.1x

9.4x

Median

4.4x

4.7x

4.2x

Mean

4.3x

5.1x

4.6x

Poconos [6]

$13.70

$206.1

$276.1

2.5x

2.3x

2.1x

CONFIDENTIAL -

PRELIMINARY DRAFT -

SUBJECT TO FURTHER REVIEW

Selected Benchmarking Data

LTM Total Revenue

CY 2019E Adjusted EBITDA to CY 2019E Revenue

Note: No company shown for comparative purposes is identical to Poconos. Refer to Glossary for full company names.

Sources: Capital IQ, Bloomberg, public filings, press releases and Poconos historical financials and projections per Poconos management.

$3,132.6

$3,043.4

$2,846.3

$1,264.8

$1,203.0

$566.0

$264.5

$235.2

$2,015.9

$863.7

$585.6

$574.9

$566.0

$474.2

NBR

PTEN

ESI

Poconos

PHX

ICD

SPN

BAS

KLXE

Poconos

KEG

(dollars in millions)

$1,375.3

$1,033.4

28.7%

27.0%

25.8%

25.6%

25.1%

24.6%

20.2%

12.7%

22.4%

20.2%

15.1%

10.1%

6.9%

2.0%

ICD

NBR

ESI

PTEN

Poconos

PHX

KLXE

Poconos

SPN

BAS

KEG

18.8%

23.5%

Rental Tool Services

Drilling Services

Median

Mean

CONFIDENTIAL -

PRELIMINARY DRAFT -

SUBJECT TO FURTHER REVIEW

28.9%

43.6%

65.2%

65.6%

68.7%

71.3%

85.4%

114.4%

56.0%

65.2%

79.7%

162.1%

186.4%

430.4%

ESI

Poconos

NBR

PTEN

ICD

PHX

SPN

Poconos

KLXE

BAS

KEG

61.4%

43.3%

12.1%

11.3%

6.8%

6.6%

-0.9%

-2.0%

174.7%

53.4%

43.3%

42.8%

15.1%

11.3%

ICD

Poconos

PHX

NBR

ESI

PTEN

KEG

Poconos

BAS

KLXE

SPN

Selected Benchmarking Data (cont.)

Note: No company shown for comparative purposes is identical to Poconos. Refer to Glossary for full company names.

Sources: Capital IQ, Bloomberg, public filings, press releases and Poconos historical financials and projections per Poconos management.

CY 2019E to CY 2020E Adjusted EBITDA Growth

LTM Capital Expenditures to LTM Adjusted EBITDA

32.7%

11.7%

116.0%

70.0%

Rental Tool Services

Drilling Services

Median

Mean

CONFIDENTIAL -

PRELIMINARY DRAFT -

SUBJECT TO FURTHER REVIEW

74.7%

65.5%

54.4%

50.4%

9.2%

2.4%

0.0%

PD [1]

Poconos [2]

ESI

NBR [2]

PTEN [1]

ICD

PHX

55.9%

52.4%

44.5%

32.9%

29.5%

7.9%

0.3%

0.0%

55.9%

46.8%

17.9%

0.0%

Poconos

NBR

ESI

PHX

PTEN [1]

ICD

Poconos

SPN

BAS

KEG

KLXE

Selected Benchmarking Data (cont.)

Note: No company shown for comparative purposes is identical to Poconos. Refer to Glossary for full company names.

1. Displayed information is as of 12/31/18, which reflects the latest available detail.

2. International rig count includes rigs deployed in Alaska, per public filings.

Sources: Capital IQ, Bloomberg, public filings, press releases and Poconos historical financials per Poconos management.

LTM International Revenue to LTM Total Revenue

International Drilling Rig Count to Total Rig Count

19.4%

12.9%

31.8%

29.8%

Rental Tool Services

Drilling Services

Median

Mean

CONFIDENTIAL -

PRELIMINARY DRAFT -

SUBJECT TO FURTHER REVIEW

Discounted Cash Flow Analysis

(dollars in millions)

Note: Present values as of 9/15/19; mid-year convention applied. Refer to WACC calculation for derivation of discount rate.

Represents 3.5 months of projected quarterly financial information.

Projected taxes per Poconos management. Terminal year tax rate at 22.5%, per Poconos management.

Reflects portion of other minor operating cash flow items not attributable to change in net working capital, per Poconos management.

Implied from corresponding discount rate and 2021E Adjusted EBITDA multiple.

Source: Poconos projections per Poconos management.

Projected Calendar Year

Ending December 31,

Terminal Value

2019E [1]

2020E

2021E

Assumptions

Total Revenue

$172.2

$673.5

$745.6

Growth %

15.0%

10.1%

10.7%

Total Operating Expenses

(130.4)

(466.0)

(509.8)

Corporate General & Administrative Expenses

(8.2)

(30.8)

(32.0)

Adjusted EBITDA

$33.6

$176.7

$203.8

Margin %

19.5%

26.2%

27.3%

Depreciation & Amortization

(24.4)

(90.0)

(102.3)

(109.5)

Adjusted EBIT

$9.2

$86.7

$101.5

$94.3

Taxes [2]

(4.2)

(9.8)

(11.9)

(21.2)

Unlevered Earning

$4.9

$77.0

$89.6

$73.1

Discount Rate

2.25x

2.50x

2.75x

Depreciation & Amortization

24.4

90.0

102.3

109.5

12.50%

-3.2%

-1.8%

-0.7%

Capital Expenditure

(29.3)

(104.3)

(109.5)

12.75%

-3.0%

-1.6%

-0.5%

Change in Net Working Capital

(6.3)

(38.1)

(22.7)

(2.9)

13.00%

-2.8%

-1.4%

-0.3%

Other Cash Flow Items [3]

11.0

15.9

11.1

0.0

13.25%

-2.6%

-1.2%

-0.1%

Unlevered Free Cash Flows

$4.9

$40.5

$70.9

$70.2

13.50%

-2.4%

-1.0%

0.1%

Present Value

PV of Terminal Value

of Cash Flows

as a Multiple of

Implied Enterprise Value

(2019 - 2021)

2021 Adjusted EBITDA

Discount Rate

2.25x

2.50x

2.75x

2.25x

2.50x

2.75x

Discount Rate

2.25x

2.50x

2.75x

12.50%

$99.0

$350.0

$388.9

$427.8

$449.0

$487.9

$526.8

12.50%

78.0%

79.7%

81.2%

12.75%

$98.7

$348.3

$387.0

$425.7

$447.0

$485.7

$524.4

12.75%

77.9%

79.7%

81.2%

13.00%

$98.4

$346.5

$385.0

$423.5

$444.9

$483.4

$521.9

13.00%

77.9%

79.6%

81.1%

13.25%

$98.1

$344.7

$383.0

$421.4

$442.9

$481.2

$519.5

13.25%

77.8%

79.6%

81.1%

13.50%

$97.8

$343.0

$381.1

$419.2

$440.8

$479.0

$517.1

13.50%

77.8%

79.6%

81.1%

PV of Terminal Value

as a % of Enterprise Value

Implied Perpetual

Growth Rate [4]

Executive Summary

Public Market Information

Preliminary Financial Analyses

Appendices

Weighted Average Cost of Capital Calculation

Illustrative Summary of Selected Implied Premiums Paid Observations

Glossary of Selected Terms

Disclaimer

Executive Summary

Public Market Information

Preliminary Financial Analyses

Appendices

Weighted Average Cost of Capital Calculation

Illustrative Summary of Selected Implied Premiums Paid Observations

Glossary of Selected Terms

Disclaimer

CONFIDENTIAL -

PRELIMINARY DRAFT -

SUBJECT TO FURTHER REVIEW

Weighted Average Cost of Capital Calculations

Note: No company used in this calculation for comparative purposes is identical to Poconos.

Total Cap refers to total capitalization, which equals Equity Market Value + Total Debt + Pfd. Stock.

Total Debt refers to total debt amount based on most recent public filings as of 8/20/19.

Dd refers to Implied Tax-Deductible Debt, which equals the lesser of (a) 30% of Adjusted Taxable Income/Cost of Debt, or (b) Total Debt. LTM Adjusted EBITDA, based on most recent public filings as of 8/20/19, is

assumed to be a valid proxy for Adjusted Taxable Income for the selected companies.

Dnd refers to Implied Non-Tax-Deductible Debt, which equals Total Debt minus Dd.

Equity Market Value based on closing price on 8/20/19 and on diluted shares as of 8/20/19.

Pfd. Stock refers to preferred stock, which is the amount as stated in most recent public filings as of 8/20/19.

Enterprise Value adjusted for market value of debt as of 8/20/19. Untraded debt or debt for which pricing information was unavailable not adjusted.

Based on publicly available information and market data as of 8/20/19.

Sources: Bloomberg and Capital IQ.

Total Debt to

Dd to

Dnd to

Total Debt to

Dd to Equity

Dnd to Equity

Pfd. Stock to

Equity Market

Pfd. Stock to

Total Cap

Equity Market

Market Value

Total Cap

Value to Total

Equity Market

[1][2]

[1][3]

[1][4]

Value [2][5]

[3][5]

[4][5]

[1][6]

Cap [1][5]

Value [5][6]

Drilling Services

Ensign Energy Services Inc.

77.8%

72.3%

5.5%

350.4%

325.8%

24.5%

0.0%

22.2%

0.0%

Helmerich & Payne, Inc.

10.2%

0.0%

11.4%

0.0%

89.8%

0.0%

Independence Contract Drilling, Inc.

60.6%

0.0%

153.9%

0.0%

39.4%

0.0%

Nabors Industries Ltd. [7]

80.4%

0.0%

408.9%

0.0%

19.6%

0.0%

Patterson-UTI Energy, Inc.

39.3%

0.0%

64.8%

0.0%

60.7%

0.0%

PHX Energy Services Corp.

12.8%

0.0%

14.7%

0.0%

87.2%

0.0%

Precision Drilling Corporation [7]

74.2%

0.0%

287.8%

0.0%

25.8%

0.0%

25th Percentile

26.1%

0.0%

39.8%

0.0%

24.0%

0.0%

Median

60.6%

0.0%

153.9%

0.0%

39.4%

0.0%

Mean

50.8%

50.0%

0.8%

184.6%

181.0%

3.5%

0.0%

49.2%

0.0%

75th Percentile

76.0%

73.3%

0.0%

319.1%

306.8%

0.0%

73.9%

0.0%

Well Services

Basic Energy Services, Inc. [7]

86.7%

40.9%

45.8%

653.2%

307.9%

345.3%

0.0%

13.3%

0.0%

Frank's International N.V.

0.2%

0.0%

0.2%

0.0%

99.8%

0.0%

Key Energy Services, Inc.

89.8%

7.8%

82.0%

879.5%

76.8%

802.7%

0.0%

10.2%

0.0%

KLX Energy Services Holdings, Inc.

44.7%

0.0%

81.0%

0.0%

55.3%

0.0%

Superior Energy Services, Inc. [7]

91.9%

0.0%

1132.6%#

1132.6%

0.0%

8.1%

0.0%

25th Percentile

44.7%

7.8%

0.0%

81.0%

76.8%

0.0%

10.2%

0.0%

Median

86.7%

40.9%

0.0%

653.2%

81.0%

0.0%

13.3%

0.0%

Mean

62.7%

37.1%

25.6%

549.3%

319.7%

229.6%

0.0%

37.3%

0.0%

75th Percentile

89.8%

44.7%

45.8%

879.5%

307.9%

345.3%

0.0%

55.3%

0.0%

All Selected Companies

25th Percentile

32.7%

12.2%

0.0%

52.3%

0.0%

18.1%

0.0%

Median

67.4%

42.8%

0.0%

220.8%

117.4%

0.0%

32.6%

0.0%

Mean

55.7%

44.6%

11.1%

336.5%

238.8%

97.7%

0.0%

44.3%

0.0%

75th Percentile

81.9%

72.8%

1.4%

470.0%

312.4%

6.1%

0.0%

67.3%

0.0%

Poconos [8]

50.6%

0.0%

102.4%

0.0%

49.4%

0.0%

CONFIDENTIAL -

PRELIMINARY DRAFT -

SUBJECT TO FURTHER REVIEW

Weighted Average Cost of Capital Calculations

(cont.)

Note: No company used in this calculation for comparative purposes is identical to Poconos.

Based on actual levered beta per Bloomberg 5-year weekly as of 8/20/19.

Unlevered

Beta

Levered

Beta/(1

((1

–

tax

rate)

Equity

Market

Value)

(Dnd

Equity

Market

Value)

(Pfd.

Stock

Equity

Market

Value)).

Based on review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply-side and demand-side models and other materials.

Duff & Phelps Cost of Capital Navigator ("Navigator").

Cost of Equity = Risk-Free Rate of Return + (Levered Beta * Equity Risk Premium) + Size Premium. Risk-Free Rate of Return as of 8/20/19, based on 20-year U.S. Treasury Bond Yield.

Based on selected company weighted average interest rate per most recent public filings as of 8/20/19.

Based on selected company weighted average preferred dividend per most recent public filings 8/20/19.

Enterprise Value adjusted for market value of debt as of 8/20/19. Untraded debt or debt for which pricing information was unavailable not adjusted.

Based on publicly available information and market data as of 8/20/19.

* Excluded from low, high, median and mean data.

Sources: Bloomberg and Capital IQ.

Debt

Levered

Unlevered

Equity Risk

Size

Cost of

Cost of Pfd.

Beta [5]

Beta [1]

Beta [2]

Premium [3]

Premium [4]

Equity [5]

Debt [6]

Stock [7]

WACC

Drilling Services

Ensign Energy Services Inc.

Input

1.55

0.41

6.00%

2.46%

13.6%

7.6%

7.7%

Helmerich & Payne, Inc.

Input

1.40

1.29

6.00%

1.28%

11.5%

4.7%

10.7%

Independence Contract Drilling, Inc.

Input

1.52

0.69

6.00%

5.22%

16.2%

9.6%

10.9%

Nabors Industries Ltd. [8]

Input

1.96

0.47

6.00%

1.80%

15.4%

4.5%

6.0%

5.8%

Patterson-UTI Energy, Inc.

Input

1.65

1.10

6.00%

1.58%

13.3%

4.3%

9.4%

PHX Energy Services Corp.

Input

2.53

2.27

6.00%

5.22%

22.2%

Precision Drilling Corporation [8]

Input

2.69

0.85

6.00%

2.46%

20.4%

6.7%

9.1%

25th Percentile

1.53

0.58

13.5%

4.5%

6.0%

8.1%

Median

1.65

0.85

15.4%

5.7%

6.0%

9.3%

Mean

1.90

1.01

16.1%

6.2%

6.0%

8.9%

75th Percentile

2.25

1.20

18.3%

7.4%

6.0%

10.4%

Well Services

Basic Energy Services, Inc. [8]

Input

2.14

0.31

6.00%

5.22%

19.9%

10.4%

10.7%

Frank's International N.V.

Input

1.47

6.00%

1.80%

12.5%

3.9%

12.5%

Key Energy Services, Inc.

Input

2.76

0.29

6.00%

5.22%

23.6%

12.4%

13.3%

KLX Energy Services Holdings, Inc.

Input

0.83

0.51

6.00%

5.22%

12.0%

11.5%

10.6%

Superior Energy Services, Inc. [8]

Input

2.28

0.23

6.00%

5.22%

20.8%

7.4%

6.9%

25th Percentile

1.47

12.5%

7.4%

10.6%

Median

2.14

19.9%

10.4%

10.7%

Mean

1.90

17.8%

9.1%

10.8%

75th Percentile

2.28

20.8%

11.5%

12.5%

All Selected Companies

25th Percentile

1.51

0.58

13.1%

4.6%

6.0%

8.4%

Median

1.81

0.85

15.8%

7.4%

6.0%

10.6%

Mean

1.90

1.01

16.8%

7.5%

6.0%

9.8%

75th Percentile

2.34

1.20

20.5%

10.0%

6.0%

10.8%

Poconos [9]

NMF

6.00%

5.22%

NMF

13.0%

NMF

CONFIDENTIAL -

PRELIMINARY DRAFT -

SUBJECT TO FURTHER REVIEW

Weighted Average Cost of Capital Calculations (cont.)

(dollars in millions)

Risk-Free Rate of Return as of 8/20/19, based on 20-year U.S. Treasury Bond Yield.

Based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials.

Navigator.

Forward tax rate, per Poconos management.

Poconos LTM Adjusted EBITDA is assumed to be a valid proxy for Poconos Adjusted Taxable Income.

Poconos Total Debt refers to total debt amount of Poconos as of 8/20/19.

Poconos Dd refers to Implied Tax-Deductible Debt of Poconos, which equals the lesser of (a) 30% of Poconos Adjusted Taxable Income/Cost of Debt, or (b) Poconos Total Debt. Based on Capital Structure

Assumptions.

Poconos Dnd refers to Implied Non-Tax-Deductible Debt of Poconos, which equals Poconos Total Debt minus Poconos Dd.

Based on capital structure resulting from Poconos' (i) actual Total Debt as of 8/20/19 and (ii) average of implied total equity value midpoints resulting from Selected Companies Analysis valuation approaches. No

preferred stock outstanding.

10.

Based on Poconos' Dd and Dnd and the Capital Structure Assumptions regarding Total Debt to Total Capitalization and Equity Market Value to Total Capitalization.

11.

Based on Poconos' actual cost of debt and cost of preferred stock as of 8/20/19.

12.

Based on review and selection of 75th percentile of selected companies’ unlevered betas listed on Weighted Average Cost of Capital Calculation (cont.) page.

13.

Computed

Levered

Beta

Selected

Unlevered

Beta

((1

–

Tax

Rate)

Equity

Market

Value)

(Dnd

Equity

Market

Value)

(Preferred

Stock

Equity

Market

Value)).

Based

Market

and

Capital

Structure Assumptions.

14.

Cost of Equity = Risk-Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions.

Sources: Bloomberg, Capital IQ and Poconos management.

Market

Capital Structure

Cost of Equity for

Assumptions

Computed WACC

Risk-Free Rate of Return [1]

1.84%

Poconos Adjusted Taxable Income [5]

$111.0

Selected Unlevered Beta [12]

1.20

Equity Risk Premium [2]

6.00%

Poconos Total Debt [6]

$211.1

Computed Levered Beta [13]

1.75

Size Premium [3]

2.46%

Poconos Dd [7]

$211.1

Cost of Equity [14]

14.8%

Tax Rate [4]

22.50%

Poconos Dnd [8]

$0.0

Debt Beta [15]

Total Debt to Total Capitalization [9]

37.5%

Dd to Total Capitalization [10]

37.5%

Dnd to Total Capitalization [10]

0.0%

Total Debt to Equity Market Value

59.9%

Dd to Equity Market Value [10]

59.9%

Dnd to Equity Market Value [10]

0.0%

Preferred Stock to Total Capitalization [9]

0.0%

Equity Market Value to Total Capitalization [9]

62.5%

Preferred Stock to Equity Market Value

0.0%

Cost of Debt [11]

13.0%

Cost of Preferred Stock [11]

Computed Weighted Average Cost of Capital

13.0%

Selected Weighted Average Cost of Capital Range

12.5%

13.5%

Executive Summary

Public Market Information

Preliminary Financial Analyses

Appendices

Weighted Average Cost of Capital Calculation

Illustrative Summary of Selected Implied Premiums Paid Observations

Glossary of Selected Terms

Disclaimer

CONFIDENTIAL -

PRELIMINARY DRAFT -

SUBJECT TO FURTHER REVIEW

Summary of Selected Implied Premiums Paid Observations

Based

twelve-month

lookback

applicable

unaffected

implied

premiums,

per

Mergerstat

2019

Control

Premium

Study.

Based on one-day implied premiums, per Capital IQ and public filings.

Sources: Mergerstat, Capital IQ and public filings.

42.0%

62.9%

29.7%

45.3%

15.2%

26.2%

17.7%

32.2%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

80.0%

Oil and Gas Extraction

Transactions [1]

All Domestic and

International

Transactions [1]

Selected

Transactions [2]

Selected Public OFS

Transactions [2]

Mean

Median

Based on reviewed transactions, median implied premiums paid range from 15.2% to 32.2% depending on transaction characteristics

while mean implied premiums among review transactions are somewhat higher, ranging from 29.7% to 62.9%

High: 287.1%

High: 6,900.0%

High: 89.8%

High: 287.1%

Executive Summary

Public Market Information

Preliminary Financial Analyses

Appendices

Weighted Average Cost of Capital Calculation

Illustrative Summary of Selected Implied Premiums Paid Observations

Glossary of Selected Terms

Disclaimer

CONFIDENTIAL -

PRELIMINARY DRAFT -

SUBJECT TO FURTHER REVIEW

Glossary of Selected Terms

Definition

Description

Adjusted EBITDA

Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-

recurring items

Adjusted EBIT

Adjusted EBIT refers to Earnings Before Interest and Taxes, adjusted for certain non-recurring items

BAS

Basic Energy Services, Inc.

CAGR

Compound Annual Growth Rate

CapEx

Capital Expenditures

Calendar Year

Estimated

EBITDA

Earnings Before Interest, Taxes, Depreciation and Amortization

ESI

Ensign Energy Services Inc.

Enterprise Value

Frank's International N.V.

Helmerich & Payne, Inc.

ICD

Independence Contract Drilling, Inc.

KEG

Key Energy Services, Inc.

KLXE

KLX Energy Services Holdings, Inc.

LTM

The most recently completed 12-month period for which financial information has been made public, other than for

Poconos, in which case LTM refers to Latest 12 Months

Not available

CONFIDENTIAL -

PRELIMINARY DRAFT -

SUBJECT TO FURTHER REVIEW

Glossary of Selected Terms (cont.)

Definition

Description

NBR

Nabors Industries Ltd.

NMF

Not meaningful figure

Precision Drilling Corporation

PHX

PHX Energy Services Corp.

PTEN

Patterson-UTI Energy, Inc.

Present Value

SPN

Superior Energy Services, Inc.

VWAP

Volume-Weighted Average Price

WACC

Weighted Average Cost of Capital

Executive Summary

Public Market Information

Preliminary Financial Analyses

Appendices

Disclaimer

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Disclaimer

This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the

information of the Finance and Strategic Planning Committee (the “Committee”) of the Board of Directors (the “Board”) of Poconos (the “Company”) by Houlihan Lokey in

connection with the Committee’s consideration of a series of potential transactions (the “Stock Splits”) involving the Company. This presentation is incomplete without reference to,

and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used

herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials.

The materials are for discussion purposes only. Houlihan Lokey expressly disclaims any and all liability, whether direct or indirect, in contract or tort or otherwise, to any person in

connection with the materials. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not

prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations,

and none of the Committee, the Company or Houlihan Lokey takes any responsibility for the use of the materials by persons other than the Committee. The materials are

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in whole or in part, without Houlihan Lokey’s express prior written consent.

Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons without

limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are provided to the

Company relating to such tax treatment and structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing

sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, the tax treatment of a transaction is the purported or

claimed U.S. income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed

U.S. income or franchise tax treatment of the transaction. If the Company plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform

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Lokey’s role in reviewing any information was limited solely to performing such a review as it deemed necessary to support its own advice and analysis and was not on behalf of

the Committee.

The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to Houlihan Lokey as of, the date of the

materials. Although subsequent developments may affect the contents of the materials, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or

reaffirm the materials. The materials are not intended to provide the sole basis for evaluation of the Stock Splits and do not purport to contain all information that may be required.

The materials do not address the underlying business decision of the Company, the Board, the Committee or any other party to proceed with or effect the Stock Splits, or the

relative merits of the Stock Splits as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do

not constitute any opinion, nor do the materials constitute a recommendation to the Committee, the Board, the Company, any security holder of the Company or any other party as

to how to vote or act with respect to any matter relating to the Stock Splits or otherwise or whether to buy or sell any assets or securities of any company. Houlihan Lokey’s only

opinion is the opinion, if any, that is actually delivered to the Committee. In preparing the materials Houlihan Lokey has acted as an independent contractor and nothing in the

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The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other

analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial

analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative

judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available

information may further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the

analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The materials reflect judgments and

assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control

of the participants in the Stock Splits. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which

may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which

any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. The materials do not address the fairness of any

portion or aspect of the Stock Splits to any party.

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Disclaimer (cont.)

All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including estimates of potential cost savings and expenses)

reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other

information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management

has reviewed and found reasonable. The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the

materials may or may not be achieved and differences between projected results and those actually achieved may be material. Houlihan Lokey has relied upon representations

made by management of the Company that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available

estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no

opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on

discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representation, express or implied,

as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose.

Houlihan Lokey has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and

without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or

completeness of such information and has further relied upon the assurances of the Company that it is not aware of any facts or circumstances that would make such information

inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets,

liabilities, financial condition, results of operations, cash flows or prospects of the Company or any other participant in the Stock Splits since the respective dates of the most recent

financial statements and other information, financial or otherwise, provided to, discussed with or reviewed by Houlihan Lokey that would be material to its analyses, and that the

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