Common use of Financial Statements; Non-GAAP Financial Measures Clause in Contracts

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, . The selected financial data incorporated by reference in the case of unaudited interim financial statementsRegistration Statement, subject to normal year-end adjustments. The supporting schedules, if any, the General Disclosure Package and the Prospectus present fairly, in all material respects, in accordance with GAAP the information required to be stated shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for in all material respects rules and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the 1934 Act, and guidelines applicable theretoItem 10 of Regulation S-K, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules schedules, if any, and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operationsoperations and comprehensive income, changes in redeemable stock and stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply, in all material respects, with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form present fairly in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement consolidated statements of operations, stockholders’ other comprehensive income (loss), equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, except as may be explicitly stated in the case of unaudited interim financial statements, subject to normal year-end adjustmentsnotes thereto. The supporting schedules, if any, present fairly, fairly in all material respects, respects in accordance with GAAP the information required to be stated therein. The selected consolidated financial data and the summary consolidated financial data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the financial statements included therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for in all material respects rules and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and guidelines applicable theretoItem 10 of Regulation S-K of the 1933 Act, in each case as in effect on the date hereof and to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statement of operations, stockholders’ equity deficit and cash flows of the Company and its consolidated subsidiaries for the periods specified; said consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, . The selected financial data and the summary financial information included in the case of unaudited interim financial statementsRegistration Statement, subject to normal year-end adjustments. The supporting schedules, if any, the General Disclosure Package and the Prospectus present fairly, fairly in all material respects, in accordance with GAAP respects the information required to be stated shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for in all material respects rules and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and guidelines applicable theretoItem 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form present fairly in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved; provided, excepthowever, in the case of that those financial statements that are unaudited interim do not contain all footnotes that may be required under GAAP for annual financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, fairly in all material respects, respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for in all material respects rules and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the Securities Exchange Act of 1934 (the “1934 Act”) and guidelines applicable theretoItem 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-year end adjustments. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholdersshareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles International Financial Reporting Standards as issued by the International Accounting Standards Board (“GAAPIFRS”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, in all material respects, fairly in accordance with GAAP IFRS the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference For purposes of this Agreement only, assuming the applicability of Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act”) to the Company, all disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for rules and regulations of the Commission comply in all material respects with Regulation G of the 1934 Act and has been prepared in accordance with Item 10 of Regulation S-K of the Commission’s rules and guidelines applicable thereto1933 Act.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements included or of the Company (including the related notes and supporting schedules) incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus comply as to form in all material respects with the requirements of Regulation S-X under the 1933 Securities Act and present fairly, in all material respects, fairly the financial position condition, results of the Company at the dates indicated and the statement of operations, stockholders’ equity operations and cash flows of the Company entities purported to be shown thereby at the dates and for the periods specified; said financial statements indicated and have been prepared in conformity with U.S. accounting principles generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, in all material respects, fairly in accordance with GAAP the information required to be stated therein. Except as The selected financial data incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein, no historical or pro forma financial statements or supporting schedules are required to be included . All disclosures contained or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for in all material respects rules and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the Exchange Act and guidelines applicable theretoItem 10 of Regulation S-K of the Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods or at the dates specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, . The selected financial data and the summary financial information included in the case of unaudited interim financial statementsRegistration Statement, subject to normal year-end adjustments. The supporting schedules, if any, the General Disclosure Package and the Prospectus present fairly, in all material respects, in accordance with GAAP fairly the information required to be stated shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or incorporated by reference the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus Prospectus, if any, 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 under the 1933 Act or Act, to the 1933 Act Regulationsextent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents present the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, in all material respects, fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Offering Memorandum present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus Offering Memorandum under the 1933 Act or the 1933 Act Regulations. The interactive data All disclosures contained in eXtensible Business Reporting Language included the General Disclosure Package or the Final Offering Memorandum, or incorporated by reference in therein, regarding “non-GAAP financial measures” (as such term is defined by the Registration Statement, the General Disclosure Package rules and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the 1934 Act and guidelines applicable theretoItem 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The historical consolidated financial statements of the Partnership (or its predecessor) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, comply as to form present fairly in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position position, results of operations and cash flows of the Company predecessor to the Partnership at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated involved (except as otherwise noted therein). Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations; and the Partnership Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language All disclosures included or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for in all material respects rules and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the 1934 Act and guidelines applicable theretoItem 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the consolidated financial position of the Company and Senseonics at the dates indicated and the consolidated statement of operations, stockholders’ equity and cash flows of the Company and Senseonics for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, involved except, in the case of unaudited interim financial statements, subject to normal year-end adjustmentsaudit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The supporting schedulesselected financial data incorporated by reference in the Registration Statement, if any, the Time of Sale Information and the Prospectus present fairly, in all material respects, in accordance with GAAP the information required to be stated shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information or the Prospectus under the 1933 Securities Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoExchange Act.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, in all material respects, fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Offering Memorandum present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, Offering Memorandum under the General Disclosure Package Securities Act. All disclosures contained in the Time of Sale Information or the Prospectus under Offering Memorandum regarding “non-GAAP financial measures” (as such term is defined by the 1933 Act or rules and regulations of the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for Commission) comply in all material respects with Regulation G of the Exchange Act and has been prepared in accordance with Item 10 of Regulation S-K of the Commission’s rules and guidelines applicable theretoSecurities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Time of Sale Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company and Senseonics at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and Senseonics for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, involved except, in the case of unaudited interim financial statements, subject to normal year-end adjustmentsaudit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The supporting schedulesselected financial data incorporated by reference in the Registration Statement, if any, the Time of Sale Disclosure Package and the Prospectus present fairly, in all material respects, in accordance with GAAP the information required to be stated shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Time of Sale Disclosure Package or the Prospectus under the 1933 Securities Act or the 1933 Act Rules and Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, fairly the financial position of the Company entities purported to be shown at the dates indicated and the statement statements of operationsincome, stockholdersmembers’ equity deficit and cash flows of the Company entities purported to be shown for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustments. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with regulations of the Commission’s rules ) comply with Regulation G of the 1934 Act and guidelines applicable theretoItem 10 of Regulation S-K of the 1933 Act (“Regulation S-K”), to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position condition of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholdersowners’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustmentspresented. The supporting schedules, if any, relating to the Company and its consolidated subsidiaries present fairly, in all material respects, fairly in accordance with GAAP the information required to be stated therein. Except as included thereinor incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language included All disclosures contained or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus fairly presents regarding “non-GAAP financial measures” (as such term is defined by the information called for rules and regulations of the Commission) comply in all material respects with Regulation G under the 1934 Act, and has been prepared Item 10 of Regulation S-K under the 1933 Act, in accordance with each case to the Commission’s rules and guidelines applicable theretoextent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, comply as to form present fairly in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement results of operationsoperations and the comprehensive income, stockholdersshareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except, in the case of unaudited interim financial statements, subject to normal year-end adjustmentsinvolved except as otherwise noted therein. The supporting schedulesselected financial data and the summary financial information, if any, included in the Registration Statement and the Prospectus present fairly, in all material respects, in accordance with GAAP fairly the information required to be stated shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement or the Prospectus under the 1933 Act or the 1933 Exchange Act. All disclosures contained or incorporated by reference in the Registration Statement or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act Regulationsand Item 10 of Regulation S-K under the Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus fairly presents the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.