We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business.

LIQUID HOLDINGS GROUP, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(Unaudited)
       
       
     Three Months Ended September 30, 2013   Nine Months Ended September 30, 2013 
Net loss    $(12,249,164)  $(39,025,668)
Share-based compensation 1    1,902,154  19,079,780
Amortization of acquired intangibles 2  1,808,618  5,406,604
Loss on contingent consideration payable 3  649,688  649,688
Related income tax effect 4    3,593,992  3,412,248
Adjusted net loss    $(4,294,712)  $(10,477,348)
       
Basic and diluted loss per share  $(0.52)  $(1.82)
Net effect of pro forma adjustment  0.34  1.33
Adjusted basic and diluted loss per share  $(0.18)  $(0.49)
       
Weighted average number of common shares outstanding during the period - basic and diluted    23,533,756  21,470,866
       
1 Represents recurring share-based compensation expense, as well as non-recurring share-based compensation expense from the sale or transfer of common shares by the Company, its founders and certain employees that were below fair value or for no monetary consideration which were accounted for as share-based compensation in accordance with GAAP.
2 Represents the amortization of acquisition-related intangible assets.
3 Represents the non-cash loss on the completion of the Fundsolve acquisition via settlement of a contingent consideration payable that was paid in shares of Liquid common stock.
4 Represents the tax effect on the adjustments in footnotes (1), (2) and (3) above.  
CONTACT: Investor Relations:                  Monica Gould,         The Blueshirt Group         +1 212 871-3927         monica@blueshirtgroup.com                  Media Relations:                  Kim Hughes,         The Blueshirt Group         +1 415 516-6187         kim@blueshirtgroup.com

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