Comfort Letter

As part of establishing its diligence defense in connection with potential securities claims, among other things, the underwriter will seek to have delivered to them a comfort letter in connection with a securities offering. The comfort letter will generally include a statement regarding the auditors’ independence, a statement regarding the compliance of the issuer’s audited financial statements with applicable SEC requirements, statements regarding the accountants’ review of interim unaudited financial statements, a negative assurance statement relating to the unaudited comparative stub period financial statements included in the registration statements, identification of changes in key line items during the period after the date of the latest financial statements in the registration statement, and comments on the additional procedures performed on the financial information identified in the registration statement and incorporated documents (tick and tying back to the financial statements or to schedules to the financial statements).

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