Common use of Accounting Controls Clause in Contracts

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 in Rule 13a-15(f) and 15d-15 under of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package any Permitted Free Writing Prospectus and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledgeinternal controls over financial reporting; and since the date of the most recent evaluation of such internal controls over financial reporting, there has been no change in the Company’s internal controls over financial reporting that could reasonably be expected to have a Material Adverse Effect. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect complies with the requirements of the Exchange Act and have that has been designed by, or under the supervision of, their respective its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPU.S. generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are executed in accordance with the investment objectives, policies and restrictions of the Company and the applicable requirements of the Investment Company Act and the Internal Revenue Code of 1986, as amended (the “Code”); (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and generally accepted accounting principles, to calculate net asset value, to maintain asset accountability, and to maintain material compliance with the books and records requirements under the Investment Company Act; (iiiiv) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls (it being understood that the Company is not aware required as of any material weaknesses in its internal controlsthe date hereof to comply with the auditor attestation requirements under Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as defined below)). To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting reporting, which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or or, other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems maintains a system of “internal control over financial reporting” reporting (to the extent required by and as such term is defined under Rules 13a-15 and 15d-15 in Rule 13a-15(f) under the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act applicable to the Company and have has been designed byby the Company’s principal executive officer and principal financial officer, or under the supervision oftheir supervision, their respective principal executive and principal financial officers, or persons performing similar functions, sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles as applied in the United States, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledgeinternal controls, and no change since the date of the most recent financial statements of the Company included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires Since the Company to comply with Section 404 date of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and latest audited financial statements included in the rules and regulations promulgated Disclosure Package, there has been no change in connection therewith as of an earlier date than it would otherwise be required the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to do so under applicable lawmaterially affect, the Company’s internal control over financial reporting.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient including those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP generally accepted accounting principles, and to maintain asset accountability; (iii) access to assets is permitted that receipts and expenditures of the issuer are being made only in accordance with management’s general or specific authorizationauthorizations of management and trustees of the issuer; and (iviii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the recorded accountability for issuer’s assets is compared with that could have a material effect on the existing assets at reasonable intervals and appropriate action is taken with respect financial statements. Based on the Company’s most recent evaluation of its internal control over financial reporting pursuant to any differences. Except Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledge, the internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors Trustees of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries on a consolidated basis maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in Based on the Registration StatementCompany’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors auditor and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: of (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; information and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company Each Planet Fitness Party and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its any Planet Fitness Party’s internal controlscontrols (it being understood that the Planet Fitness Parties are not required as of the date hereof to comply with Section 404 of the Sarbanes Oxley Act of 2002). To the Company’s knowledge, the Company’s The auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s Planet Fitness Parties’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Planet Fitness Parties’ internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses weaknesses, if any, in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize and report financial information; and (ii) any fraud fraud, if any, known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company to comply with Section 404 as of the S▇▇▇▇▇▇▇-▇▇▇▇▇ end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and the rules and regulations promulgated in connection therewith procedures based on their evaluations as of an earlier date than it would otherwise be required the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company that have materially affected, or is reasonably likely to do so under applicable lawmaterially affect, the internal control over financial reporting of the Company.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 in Rule 13a-15(f) and 15d-15 under of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledgeinternal controls over financial reporting; and since the date of the most recent evaluation of such internal controls over financial reporting, there has been no change in the Company’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient including those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP generally accepted accounting principles, and to maintain asset accountabilitythat receipts and expenditures of the issuer are being made only in accordance with authorizations of management and trustees of the issuer; (iii) access to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets is permitted only in accordance with management’s general or specific authorizationthat could have a material effect on the financial statements; and (iv) provide reasonable assurance that the recorded accountability interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for assets in all material respects and is compared prepared in accordance with the existing assets at reasonable intervals Commission’s rules and appropriate action is taken with respect guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal control over financial reporting pursuant to any differences. Except Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledge, the internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors Trustees of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements each of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability Group Entities maintain a system of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (iiB) transactions are recorded as necessary to permit preparation of the Company’s consolidated financial statements in conformity with GAAP and to maintain asset accountabilityaccountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language 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 is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, since the Company is not aware end of any material weaknesses in its internal controls. To the Company’s knowledgemost recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s auditors internal control over financial reporting. The Company and the Audit Committee each of the Board entities set forth on Schedule D-2 hereto (collectively referred to herein as the “Consolidated Group Entities”) maintain effective “internal control over financial reporting” (as defined under Rule 13a-15 and 15d-15 under the 1934 Act Regulations) and an effective system of Directors of “disclosure controls and procedures” (as defined in Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design reports that it files or operation of internal controls over financial reporting which are known to submits under the Company1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s management rules and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to recordforms, process, summarize and report financial information; is accumulated and (ii) any fraud known communicated to the Company’s management, whether including its principal executive officer or not materialofficers and principal financial officer or officers, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision aboveas appropriate, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawallow timely decisions regarding disclosure.

Accounting Controls. The Company and its Subsidiaries subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company is not aware of any material weaknesses or significant deficiencies in its internal controls. To the Company’s knowledgeinternal controls over financial reporting that have been identified by the Company or its auditors (it being understood that this subsection (ee) shall not require the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee audit committee of the Board board of Directors directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that Company which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and Company, on a consolidated basis with its Subsidiaries maintain systems subsidiaries, maintains a system of “internal control over financial reporting,” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act Regulations) Act, that comply in all material respect complies with the requirements of the Exchange Act and have has been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its subsidiaries on a consolidated basis; (ii) provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP generally accepted accounting principles, and to maintain asset accountabilitythat receipts and expenditures of the Company and its subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its subsidiaries; (iii) access to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets is permitted only in accordance with management’s general or specific authorizationof the Company and its subsidiaries that could have a material effect on the consolidated financial statements of the Company; and (iv) provide reasonable assurance that interactive data in eXtensible Business Reporting Language included or incorporated by reference in the recorded accountability Time of Sale Information and the Prospectus fairly present the information called for assets is compared in all material respects and are prepared in accordance with the existing assets at reasonable intervals Commission’s rules and appropriate action is taken with respect to any differencesguidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledge, the internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its internal controls. To the Company’s knowledge, the Company’s auditors The Auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires Since the Company to comply with Section 404 date of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and latest audited financial statements included in the rules and regulations promulgated Pricing Disclosure Package, there has been no change in connection therewith as of an earlier date than it would otherwise be required the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to do so under applicable lawmaterially affect, the Company’s internal control over financial reporting.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any no material weaknesses in its internal controls. To the Company’s knowledge, internal controls have been identified by the Company or its auditors. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses weaknesses, if any, in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the knowledge of the Company’s management, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient including those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP generally accepted accounting principles, and to maintain asset accountabilitythat receipts and expenditures of the issuer are being made only in accordance with authorizations of management and trustees of the issuer; (iii) access to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets is permitted only in accordance with management’s general or specific authorizationthat could have a material effect on the financial statements; and (iv) provide reasonable assurance that the recorded accountability interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for assets in all material respects and is compared prepared in accordance with the existing assets at reasonable intervals Commission’s rules and appropriate action is taken with respect guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal control over financial reporting pursuant to any differences. Except Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledge, the internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board board of Directors trustees of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and each of its Subsidiaries Significant Subsidiaries, to the extent applicable, maintain systems of “effective internal control over financial reporting” reporting (as defined under Rules Rule 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements and a system of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain asset accountabilityaccountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed described in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus, since the Company is not aware end of any material weaknesses in its internal controls. To the Company’s knowledgemost recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s auditors internal control over financial reporting. The Company and each of its Significant Subsidiaries, to the extent applicable, maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act Regulations) that comply with the requirements of the SVS and the Audit Committee of SBIF and the Board of Directors of Exchange Act, to the extent applicable, and designed to ensure that information required to be disclosed by the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design reports that it files or operation of internal controls over financial reporting which are known to submits under the CompanyExchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s management rules and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to recordforms, process, summarize and report financial information; is accumulated and (ii) any fraud known communicated to the Company’s management, whether including its principal executive officer or not materialofficers and principal financial officer or officers by others within those entities, that involves management or other employees who have a significant role in the Company’s internal as appropriate, to allow timely decisions regarding disclosure; and such disclosure controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawprocedures are effective.

Accounting Controls. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting as those terms are defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, which (i) are designed to provide reasonable assurance that material information relating to the Company and each of its subsidiaries is made known to those within the Company and each of its Subsidiaries responsible for the preparation of the financial statements during the period in which the financial statements have been prepared and that such material information is disclosed to the public within the time periods required by applicable laws; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent year end; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weakness in the Company’s internal control over financial reporting (whether or not remediated), including any material weaknesses in its internal control over financial reporting which would be required to be disclosed in a certificate issued pursuant to National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings, and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its Subsidiaries will, when applicable, maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements of the Exchange Act and will have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and Company, on a consolidated basis with its Subsidiaries maintain systems subsidiaries, maintains a system of “internal control over financial reporting” (”, as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act Regulations) Act, that comply in all material respect complies with the requirements of the Exchange Act and have has been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its subsidiaries on a consolidated basis; (ii) provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP generally accepted accounting principles, and to maintain asset accountabilitythat receipts and expenditures of the Company and its subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its subsidiaries; (iii) access to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets is permitted only in accordance with management’s general or specific authorizationof the Company and its subsidiaries that could have a material effect on the consolidated financial statements of the Company; and (iv) provide reasonable assurance that interactive data in eXtensible Business Reporting Language included or incorporated by reference in the recorded accountability Time of Sale Information and the Prospectus fairly present the information called for assets is compared in all material respects and are prepared in accordance with the existing assets at reasonable intervals Commission’s rules and appropriate action is taken with respect to any differencesguidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledge, the internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as such term is defined under Rules in Rule 13a-15 and 15d-15 under the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, including but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the The Company’s knowledge, the Company’s independent auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses deficiencies, if any, in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to could adversely affect the Company’s ability to record, process, summarize and report financial informationdata; and (ii) any fraud known to the Company’s managementall fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; all material weaknesses, if any, in internal controls over have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officers (or their equivalents) and principal financial reporting. Notwithstanding any provision above, nothing in this Agreement requires officers (or their equivalents) of the Company to comply with Section 404 of have made all certifications required by the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the any related rules and regulations promulgated by the Commission, and the statements contained in connection therewith as of an earlier date than it would otherwise be required to do so under applicable laweach such certifications are complete and correct.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of effective “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulationsin Rule 13a-15(f) that comply in all material respect with the requirements of the Exchange Act Act) and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability a system of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, there are no material weaknesses in the Registration StatementCompany’s internal control over financial reporting, and there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting since the respective dates as of which information is given in the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing The Company has established and maintains “disclosure controls and procedures” (as defined in this Agreement requires Rules 13a-14(c) and 15d-14(c) under the Exchange Act); the Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company to comply with Section 404 of in the S▇▇▇▇▇▇▇-▇▇▇▇▇ reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations promulgated in connection therewith under the Exchange Act, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of an earlier date than it would otherwise be the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to do so under applicable lawsuch reports.

Accounting Controls. The Company and Company, on a consolidated basis with its Subsidiaries maintain systems subsidiaries, maintains a system of “internal control over financial reporting,” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act Regulations) Act, that comply in all material respect complies with the requirements of the Exchange Act and have has been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its subsidiaries on a consolidated basis; (ii) provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP generally accepted accounting principles, and to maintain asset accountabilitythat receipts and expenditures of the Company and its subsidiaries are being made only in accordance with authorizations of management and directors of the Company and its subsidiaries; (iii) access to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets is permitted only in accordance with management’s general or specific authorizationof the Company and its subsidiaries that could have a material effect on the consolidated financial statements of the Company; and (iv) provide reasonable assurance that interactive data in eXtensible Business Reporting Language included or incorporated by reference in the recorded accountability Registration Statement, Time of Sale Information and the Prospectus fairly present the information called for assets is compared in all material respects and are prepared in accordance with the existing assets at reasonable intervals Commission’s rules and appropriate action is taken with respect to any differencesguidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledge, the internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems maintains a system of “internal control over financial reporting” reporting (as such term is defined under Rules 13a-15 and 15d-15 in Rule 13a-15(f) under the Exchange Act RegulationsAct) that comply in all material respect (i) complies with the requirements of the Exchange Act and have applicable to the Company, (ii) has been designed byby the Company’s principal executive officer and principal financial officer, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functionssupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal generally accepted accounting controls principles and (iii) is sufficient to provide reasonable assurance that (iv) transactions are executed in accordance with management’s general or specific authorizations; authorization, (iiw) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; accountability for assets, (iiix) access to assets is permitted only in accordance with management’s general or specific authorization; and , (ivy) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except , and (z) interactive data in eXtensible Business Reporting Language incorporated by reference in the Time of Sale Information and the Offering Memorandum fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; and except as disclosed in each of the Registration StatementTime of Sale Information and the Offering Memorandum, the Pricing Disclosure Package Company’s internal control over financial reporting is effective and the Prospectus, the Company is not aware of any material weaknesses in its respective internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which are known to the Company’s management and (it being understood that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or this subsection shall not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires require the Company to comply with Section 404 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith of 2002 as of an earlier date than it would otherwise be required to do so comply under applicable law). Except as disclosed in the Time of Sale Information and the Offering Memorandum, since the date of the latest audited financial statements included in each of the Time of Sale Information and the Offering Memorandum, there has been no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including, but not limited to, . The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package 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. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledge, the internal controls over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and that have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing 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. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed disclosed, or incorporated by reference, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as described in each of the Registration Statement, includingthe Pricing Disclosure Package and the Prospectus, but not limited to, the Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the ProspectusCommission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that Company which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidance applicable thereto. Except as disclosed The Company’s internal control over financial reporting is effective in all material respects, and since the date of the latest audited financial statements included in the Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusDisclosure Package, (x) the Company is not aware of any material weaknesses in its internal controls. To , and (y) there has been no change in the Company’s knowledgeinternal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s auditors internal control over financial reporting. The Company maintains disclosure controls and the Audit Committee procedures (as such term is defined in Rule 13a-15(e) of the Board of Directors 1934 Act Regulations) that comply with the requirements of the Company 1934 Act; and such disclosure controls and procedures have been advised of: (i) all significant deficiencies designed to ensure that material information relating to the Company and material weaknesses in the design or operation of internal controls over financial reporting which are its subsidiaries is made known to the Company’s management principal executive officer and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report principal financial informationofficer by others within those entities; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal such disclosure controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawprocedures are effective.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries on a consolidated basis maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in the internal controls of the Company and its internal controlssubsidiaries on a consolidated basis (it being understood that this subsection shall not require the Company to comply with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as defined herein) as of an earlier date than it would otherwise be required to so comply under applicable law). To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as disclosed in the Registration Statement, includingthe Pricing Disclosure Package and the Prospectus, but not limited to, the Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents in all material respects the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls. Based on the most recent evaluation of its disclosure controls and procedures, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have materially adversely affected or are reasonably likely to materially adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires Since the Company to comply with Section 404 date of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act last audited financial statements included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the rules and regulations promulgated Prospectus, there has been no change in connection therewith as of an earlier date than it would otherwise be required the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to do so under applicable lawmaterially affect, the Company’s internal control over financial reporting.

Accounting Controls. The Company and its Subsidiaries subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledgeinternal controls over financial reporting, based on the Company and/or its subsidiary’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (ix) all significant deficiencies and material weaknesses weaknesses, if any, in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (iiy) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) relating to the Company and its subsidiaries that comply in all material respect complies with the requirements of the Exchange Act and have has been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration StatementOffering Memorandum, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledge, internal controls relating to the Company and its subsidiaries. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company (A) CFG and each of its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 maintains accurate books and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements of the Exchange Act records reflecting its assets and have been designed by, or under the supervision of, their respective principal executive liabilities and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting maintains proper and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, adequate internal accounting controls sufficient to that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements the CFG Financial Statements and Call Reports in conformity accordance with GAAP or the Instructions for the Preparation of Call Reports as promulgated by applicable Governmental Authorities, respectively, and to maintain asset and liability accountability; (iii) access to its assets is and incurrence of its liabilities are permitted only in accordance with management’s specific or general or specific authorizationauthorizations; and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencesdifference; and (v) extensions of credit and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Except None of the systems, internal accounting controls, data or information of CFG or any of its Subsidiaries is recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of CFG, its Subsidiaries or their respective accountants, except as disclosed would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the Registration Statementpreceding sentence or pursuant to agreement with third party providers for certain services as is customary in the banking industry. Since January 1, 2016, (i) no material weakness in internal controls has been identified by the Pricing Disclosure Package auditors of CFG or any of its Subsidiaries, (ii) there have been no significant changes in internal controls that could reasonably be expected to materially and the Prospectusadversely affect internal controls, the Company is not aware and (iii) neither CFG nor any of its Subsidiaries has been advised of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are could reasonably likely be expected to adversely affect the Company’s its ability to record, process, summarize and report financial information; and (ii) data, or any fraud known to the Company’s managementfraud, whether or not material, that involves management management. (B) Since January 1, 2016, (i) through the date hereof, neither CFG nor any of its Subsidiaries has received or other had Knowledge of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFG or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that CFG or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) neither CFG nor any of its Subsidiaries, whether or not employed by CFG or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by CFG or any of its officers, directors, employees who have a significant role in or agents to the Company’s internal controls over financial reporting. Notwithstanding board of directors of CFG or any provision above, nothing in this Agreement requires the Company committee thereof or to comply with Section 404 any director or officer of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawCFG.

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements Each of the Exchange Act NCC Companies maintains accurate books and have been designed by, or under the supervision of, their respective principal executive records reflecting its assets and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting Liabilities and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, maintains proper and adequate internal accounting controls sufficient to that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements the NCC Financial Statements and NCC Call Reports in conformity accordance with GAAP and RAP, and to maintain asset and Liability accountability; (iii) access to each NCC Company’s assets is and incurrence of each NCC Company’s Liabilities are permitted only in accordance with management’s specific or general or specific authorizationauthorizations; and (iv) the recorded accountability for assets and Liabilities is compared with the existing assets and Liabilities at reasonable intervals and appropriate action is taken with respect to any differencesdifference; and (v) extensions of credit and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Except None of NCC’s systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the NCC Companies or their accountants, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the would not reasonably be expected to have a Material Adverse Effect on NCC. No NCC Company is not aware has been advised of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are could reasonably likely be expected to adversely affect the Company’s its ability to record, process, summarize and report financial information; and (ii) data, or any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role management. No material weakness in the Company’s internal controls over financial reporting. Notwithstanding any provision abovehas been identified by NCC’s auditors, nothing and there have been no significant changes in this Agreement requires the Company internal controls that could reasonably be expected to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act materially and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawadversely affect internal controls.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act Regulationsand MI 52-109) that comply in all material respect with the requirements of the Exchange Act and MI 52-109 and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPUnited States generally accepted accounting principles, including, but not limited to, to internal accounting controls sufficient to provide reasonable assurance (A) that (i) transactions are executed in accordance with management’s general or specific authorizationsauthorizations and that records are maintained that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its subsidiaries; (iiB) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP United States generally accepted accounting principles and to maintain asset accountability; (iiiC) that access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s annual financial statements or interim financial statements. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any There are no significant deficiencies or material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountabilityaccountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledgeinternal controls and no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that has been designed to comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (ix) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (iiy) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain subsidiaries have established systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusTime of Sale Information fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13-a15(c) of the Exchange Act, except as disclosed in the Company is not aware Prospectus and the Time of any Sale Information, there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems subsidiaries, taken as a whole, maintains a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that that: (i1) transactions are executed in accordance with management’s general or specific authorizations; (ii2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii3) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (5) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the requirements of the 1933 Act and the Commission’s rules and guidance applicable thereto. Except as disclosed The Company’s internal control over financial reporting is effective in all material respects, and since the date of the latest audited financial statements included in the Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusDisclosure Package, (x) the Company is not aware of any material weaknesses in its internal controls. To , and (y) there has been no change in the Company’s knowledgeinternal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s auditors internal control over financial reporting. The Company maintains disclosure controls and the Audit Committee procedures (as such term is defined in Rule 13a-15(e) of the Board of Directors of 1934 Act Regulations); and such disclosure controls and procedures have been designed to ensure that material information relating to the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are its subsidiaries is made known to the Company’s management principal executive officer and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report principal financial informationofficer by others within those entities; and (ii) such disclosure controls and procedures are effective. The Company has not become aware of any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries, taken as a whole, maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries, includingtaken as a whole, but not limited to, maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the ProspectusOffering Memorandum, there are no material weaknesses in the Company’s internal controls over financial reporting (it being understood that the Company is not aware required to comply with Section 404 of any material weaknesses the Sarbanes Oxley Act of 2002, as amended, and the rules and regulations promulgated in its internal controlsconnection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as of an earlier date than it would otherwise be required to so comply under applicable law). To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (iA) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (iiB) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company RSG Parties and its Subsidiaries their respective subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The RSG Parties and their respective subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company any RSG Party is not aware of any material weaknesses in its any RSG Party’s internal controlscontrols (it being understood that this subsection shall not require the RSG Parties to comply with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 as of an earlier date than it would otherwise be required to so comply under applicable law). To the Company’s knowledge, the Company’s The auditors of each RSG Party and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Companysuch RSG Party’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Companysuch RSG Party’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect complies with the requirements of the Exchange Act and that have been designed by, or under the supervision of, their respective its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as disclosed in the Registration Statement, includingthe Pricing Disclosure Package and the Prospectus, but not limited to, the Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledge, the internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulationsin Rule 13a-15(f) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal generally accepted accounting controls sufficient to provide principles in the United States including reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the Company is not aware date of any the most recent balance sheet included therein, there were no material weaknesses in its the Company’s internal controls. To controls and, to the Company’s knowledge, no events have occurred since the date of such balance sheet that would reasonably be likely to be or result in a material weakness in the Company’s internal controls over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect with the applicable requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Prospectus, the Company is not aware of any Commission’s rules and guidelines applicable thereto. No material weaknesses in its internal controls. To the Company’s knowledgeinternal controls have been identified by the Company or its auditors (it being understood that this subsection (mm) shall not require the Company to comply with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that Company which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries, taken as a whole, maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries, includingtaken as a whole, but not limited to, maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls over financial reporting (it being understood that the Company is not aware required to comply with Section 404 of any material weaknesses the Sarbanes Oxley Act of 2002, as amended, and the rules and regulations promulgated in its internal controlsconnection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as of an earlier date than it would otherwise be required to so comply under applicable law). To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems Except as disclosed in the Time of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting Sale Information and the preparation Offering Memorandum, the Company maintains a system of financial statements for external purposes in accordance with GAAPinternal controls, including, but not limited to, internal controls over accounting matters and financial reporting, an internal audit function, and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with (a) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”), (b) the Securities Act, (c) the Exchange Act, (d) the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in ▇▇▇▇▇▇▇▇-▇▇▇▇▇) promulgated or approved by the PCAOB and (e) as applicable, the rules of the New York Stock Exchange (the “Exchange” and, such rules, the “Exchange Rules”) (clauses (a) through (e), collectively, the “Securities Laws”) and are sufficient to provide reasonable assurance assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are, and upon consummation of the Company is not aware offering of any material weaknesses in its internal controls. To the Company’s knowledgeSecurities will be, the Company’s auditors and overseen by the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company have been advised of: (ithe “Board”) all significant deficiencies and material weaknesses in accordance with the Exchange Rules. Except as disclosed in the design Time of Sale Information and the Offering Memorandum, the Company has not publicly disclosed or operation of internal controls over financial reporting which are known reported to the Company’s management Audit Committee or the Board, and that have adversely affected has no plans or are reasonably likely current intentions to adversely affect the Company’s ability to record, process, summarize and publicly disclose or report financial information; and (ii) any fraud known to the Company’s managementAudit Committee or the Board, whether any material weakness, material change in Internal Controls or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding Internal Controls (each, an “Internal Control Event”), any provision abovematerial violation of, nothing in this Agreement requires the Company or material failure to comply with Section 404 of with, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it Securities Laws or any other matter that, if determined adversely, would otherwise be required to do so under applicable lawhave a Material Adverse Effect.

Accounting Controls. The Company and its Subsidiaries subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Prospectus, the Commission’s rules and guidelines applicable thereto. The Company is not aware of any material weaknesses or significant deficiencies in its internal controls. To the Company’s knowledgeinternal controls over financial reporting that have been identified by the Company or its auditors (it being understood that this subsection (ff) shall not require the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee audit committee of the Board board of Directors directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that Company which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountabilityaccountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledgeinternal controls and no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries, taken as a whole, maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act Regulations1934 Act) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries, includingtaken as a whole, but not limited to, maintain internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; , (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) the interactive data in eXtensible Business Reporting Language 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 is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, since the Company is not aware end of any material weaknesses in its internal controls. To the Company’s knowledgemost recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; information and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 in Rule 13a-15(f) under the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited towithout limitation, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Pricing Disclosure Package and the Prospectus, there are and since the Company is not aware end of any material weaknesses in its internal controls. To the Company’s knowledgemost recent audited fiscal year, the Company’s auditors and the Audit Committee of the Board of Directors of the Company there have been advised of: (i) all significant deficiencies and been, no material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above(whether or not remediated) and no change in the Company’s internal controls that has materially affected, nothing in this Agreement requires or is reasonably likely to have a material effect, on the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawCompany’s internal controls.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect with the applicable requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Prospectus, the Company is not aware of any Commission’s rules and guidelines applicable thereto. No material weaknesses in its internal controls. To the Company’s knowledgeinternal controls have been identified by the Company or its auditors (it being understood that this subsection (mm) shall not require the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that Company which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries Partnership Entities maintain systems of “internal control over financial reporting” (as such term is defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulationsin Rule 15d-15(f) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls Act) that are sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, (a) as of the Company is not aware date of any material weaknesses the Predecessor’s most recent balance sheet audited by EY included in its internal controls. To the Company’s knowledgeRegistration Statement, the Company’s auditors General Disclosure Package and the Audit Committee Prospectus, there has been (1) no material weakness (as defined in Rule 1-02 of Regulation S-X of the Board of Directors of the Company have been advised of: (iCommission) all significant deficiencies and material weaknesses in the design or operation of Predecessor’s internal controls control over financial reporting which are known (whether or not remediated), and (2) to the Company’s management and that have adversely affected or are reasonably likely to adversely affect knowledge of the Company’s ability to recordCONE Parties, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementno fraud, whether or not material, that involves involving management or other employees who have a significant role in the CompanyPredecessor’s internal controls control over financial reporting and (b) since the date of Predecessor’s most recent balance sheet audited by EY included in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change in the Predecessor’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Predecessor’s or the Partnership’s internal control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries make and keep books and records that are accurate in all material respects and maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (E) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except Based on the Company’s most recent evaluation of its internal control over financial reporting pursuant to Rule13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (iY) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (iiZ) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and that have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing 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. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed disclosed, or incorporated by reference, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company Except as disclosed in the Registration Statement, the Pricing Disclosure Package and its Subsidiaries the Prospectus, the Oak Street Parties and their respective subsidiaries, taken as a whole, maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as disclosed in the Registration Statement, includingthe Pricing Disclosure Package and the Prospectus, but not limited to, the Oak Street Parties and their respective subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company any Oak Street Party is not aware of any material weaknesses in its internal controlscontrols (it being understood that this subsection shall not require the Company to comply with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 as of an earlier date than it would otherwise be required to so comply under applicable law). To the Company’s knowledge, the Company’s The auditors of each Oak Street Party and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Companysuch Oak Street Party’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Companysuch Oak Street Party’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The To the extent required, the Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the extent required, including, but not limited to, the Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except Other than as disclosed in the Registration Statement, the Company maintains a system of internal control over financial reporting and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Other than as disclosed in the Registration Statement, since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, (x) the Company’s auditors and the Audit Committee board of the Board of Directors directors of the Company have not been advised of: of (iA) all any new significant deficiencies and or material weaknesses in the design or operation of the internal controls control over financial reporting of the Company and its subsidiaries which are known to the Company’s management and that have adversely affected or are reasonably likely to could adversely affect the Company’s ability to record, process, summarize summarize, and report financial informationdata; and or (iiB) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting. Notwithstanding , including any provision abovecorrective actions with regard to significant deficiencies or material weaknesses, nothing since the respective dates as of which information is given in this Agreement requires the Company to comply with Section 404 of Registration Statement, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act Pricing Disclosure Package and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawFinal Prospectus.

Accounting Controls. The Company and its Subsidiaries subsidiaries have established and maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries Partnership Entities maintain systems of “internal control over financial reporting” (as such term is defined under Rules 13a-15 and 15d-15 under in Rule 15d-15(f) of the Exchange Act Regulations▇▇▇▇ ▇▇▇) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls are sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, (a) as of the Company is not aware date of any material weaknesses the Predecessor’s most recent balance sheet audited by EY included in its internal controls. To the Company’s knowledgeRegistration Statement, the Company’s auditors General Disclosure Package and the Audit Committee Prospectus, there has been (1) no material weakness (as defined in Rule 1-02 of Regulation S-X of the Board of Directors of the Company have been advised of: (iCommission) all significant deficiencies and material weaknesses in the design or operation of Predecessor’s internal controls control over financial reporting which are known (whether or not remediated), and (2) to the Company’s management and that have adversely affected or are reasonably likely to adversely affect knowledge of the Company’s ability to recordCNX Parties, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementno fraud, whether or not material, that involves involving management or other employees who have a significant role in the CompanyPredecessor’s internal controls control over financial reporting and (b) since the date of Predecessor’s most recent balance sheet audited by EY included in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change in the Predecessor’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Predecessor’s or the Partnership’s internal control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries (A) make and keep books, includingrecords and accounts, but not limited towhich, in reasonable detail, accurately and fairly reflect the transactions and dispositions of their assets and (B) maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) interactive data in eXtensbile Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus is prepared in accordance with the SEC’s rules and guidelines applicable thereto. Except as disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus, since the Company is not aware end of any material weaknesses in its internal controls. To the Company’s knowledgemost recent audited fiscal year, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and the Company has no reason to believe that there has been any material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role weakness in the Company’s internal controls control over financial reporting (regardless of whether remediated) and (ii) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries (A) make and keep books, includingrecords and accounts, but not limited towhich, in reasonable detail, accurately and fairly reflect the transactions and dispositions of their assets and (B) maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) interactive data in eXtensbile Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus is prepared in accordance with the SEC's rules and guidelines applicable thereto. Except as disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus, since the Company is not aware end of any material weaknesses in its internal controls. To the Company’s knowledgemost recent audited fiscal year, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and the Company has no reason to believe that there has been any material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role weakness in the Company’s internal controls control over financial reporting (regardless of whether remediated) and (ii) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires each case as known to the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawCompany.

Accounting Controls. The Company and its Subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses or significant deficiencies in its internal controls. To the Company’s knowledge, the internal controls over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the best knowledge of the Company’s management, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as such term is defined under in Rule 13a-15(f) of the General Rules 13a-15 and 15d-15 Regulations under the Exchange Act Regulations(the “Exchange Act Rules”)) that comply in all material respect complies with the requirements of the Exchange Act and have has been designed byby the Company’s principal executive officer and principal financial officer, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functionssupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountabilityaccountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement 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. The Company’s internal control over financial reporting is effective. Except as disclosed described in the Registration StatementGeneral Disclosure Package, since the Pricing Disclosure Package and the Prospectus, the Company is not aware end of any material weaknesses in its internal controls. To the Company’s knowledgemost recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s auditors and internal control over financial reporting. The Company’s internal control over financial reporting is, or upon consummation of the offering of the Stock will be, overseen by the Audit Committee of the Board of Directors of the Company have been advised of: (ithe “Audit Committee”) all in accordance with the Exchange Act Rules. The Company has not publicly disclosed or reported to the Audit Committee or to the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design or operation of internal controls control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves involving management or other employees who have a significant role in the Company’s internal controls control over financial reporting. Notwithstanding reporting (each an “Internal Control Event”), any provision aboveviolation of, nothing in this Agreement requires the Company or failure to comply with Section 404 of with, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it U.S. Securities Laws, or any matter which if determined adversely, would otherwise be required to do so under applicable lawhave a Material Adverse Effect.

Accounting Controls. The Company and its Subsidiaries subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company is not aware of any material weaknesses or significant deficiencies in its internal controls. To the Company’s knowledgeinternal controls over financial reporting that have been identified by the Company or its auditors (it being understood that this subsection (ee) shall not require the Company to comply with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee audit committee of the Board board of Directors directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that Company which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company MPT has established and its Subsidiaries maintain systems of maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined under Rules in Rule 13a-15 and 15d-15 under the Exchange Act Regulations) Act); such disclosure controls and procedures are designed to ensure that comply in all material respect with information relating to MPT, including its consolidated subsidiaries, is made known to MPT’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements functions for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with managementwhich they were established; MPT’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s independent auditors and the Audit Committee of the Board of Directors of MPT (the Company “Audit Committee”) have been advised of: (i) all significant deficiencies and material weaknesses deficiencies, if any, in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to could adversely affect the CompanyMPT’s ability to record, process, summarize and report financial informationdata; and (ii) any fraud known to the Company’s managementall fraud, if any, whether or not material, that involves management or other employees who have a significant role in the CompanyMPT’s internal controls; all material weaknesses, if any, in internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires have been identified to MPT’s independent auditors and the Company to comply with Section 404 Audit Committee; since the date of the Smost recent evaluation of such disclosure controls and, procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of MPT have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; MPT, the subsidiaries and MPT’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated of the Commission. The interactive data in connection therewith as of an earlier date than it would otherwise be required to do so under eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable lawthereto.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect with the requirements of the Exchange Act applicable to the Company (it being understood that this subsection shall not require the Company to comply with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated in connection therewith, as of an earlier date than it would otherwise be required to so comply under applicable law) and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company Guarantor and its Subsidiaries subsidiaries maintain systems a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that is designed to comply in all material respect with the applicable requirements of the Exchange Act and have has been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Guarantor and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except Based on the Guarantor’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Guarantor’s internal controls. To the Company’s knowledge, the CompanyThe Guarantor’s auditors and the Audit Committee of the Board of Directors of the Company Guarantor have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s Transaction Parties’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the CompanyGuarantor’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries subsidiaries, on a consolidated basis, maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect complies with the requirements of the Exchange Act and that have been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. Except as otherwise disclosed in the Registration Statement, includingthe Pricing Disclosure Package and the Prospectus, but not limited tothe Company and its subsidiaries, on a consolidated basis, maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To The Company’s auditors and the audit committee of the board of directors of the Company have been, to the best of the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as such term is defined under Rules in Rule 13a-15 and 15d-15 under the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, including but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed , and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, Final Prospectus fairly presents the Company information called for in all material respects and is not aware of any material weaknesses prepared in its internal controlsaccordance with the Commission’s rules and guidelines applicable thereto. To the The Company’s knowledge, the Company’s independent auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses deficiencies, if any, in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to could adversely affect the Company’s ability to record, process, summarize and report financial informationdata; and (ii) any fraud known to the Company’s managementall fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; except as disclosed in the Time of Sale Information and the Final Prospectus, since the end of the Company’s most recent audited fiscal year, there have been (i) no material weaknesses in the Company’s internal control over financial reporting. Notwithstanding reporting (whether or not remediated), and (ii) no significant changes in internal controls or in other factors that could significantly affect internal controls, including any provision above, nothing in this Agreement requires corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company to comply with Section 404 of have made all certifications required by the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the any related rules and regulations promulgated by the Commission, and the statements contained in connection therewith as of an earlier date than it would otherwise be required to do so under applicable laweach such certifications are complete and correct.

Accounting Controls. (i) The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, generally accepted accounting principles. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (iv) transactions are executed in accordance with management’s general or specific authorizations; (iiw) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iiix) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivy) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any There are no material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all or significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls controls. (ii) To the knowledge of the Company, Caesars and its subsidiaries maintain systems of “internal control over financial reporting. Notwithstanding any provision above, nothing ” (as defined in this Agreement requires Rule 13a-15(f) of the Company to Exchange Act) that comply with Section 404 the requirements of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act and have been designed by, or under the rules supervision of, their respective principal executive and regulations promulgated principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in connection therewith accordance with generally accepted accounting principles. Caesars and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (v) transactions are executed in accordance with management’s general or specific authorizations; (w) transactions are recorded as necessary to permit preparation of an earlier date than it would otherwise be required financial statements in conformity with generally accepted accounting principles and to do so under applicable lawmaintain asset accountability; (x) access to assets is permitted only in accordance with management’s general or specific authorization; and (y) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no material weaknesses or significant deficiencies in the Caesars’ internal controls.

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements Each of the Exchange Act PCB Companies maintains accurate books and have been designed by, or under the supervision of, their respective principal executive records reflecting its Assets and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting Liabilities and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, maintains proper and adequate internal accounting controls sufficient to that provide reasonable assurance that (ia) transactions are executed in accordance with management’s general or specific authorizations; (iib) transactions are recorded as necessary to permit preparation of financial statements the PCB Financial Statements and PCB Call Reports in conformity accordance with GAAP and RAP, and to maintain asset Asset and Liability accountability; (iiic) access to assets is each PCB Company’s Assets and incurrence of each PCB Company’s Liabilities are permitted only in accordance with management’s specific or general or specific authorizationauthorizations; and (ivd) the recorded accountability for assets Assets and Liabilities is compared with the existing assets Assets and Liabilities at reasonable intervals and appropriate action is taken with respect to any differencesdifference; and (e) extensions of credit and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Except None of PCB’s systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) that (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the PCB Companies or their accountants, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the would not reasonably be expected to have a Material Adverse Effect on PCB. No PCB Company is not aware has been advised of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are could reasonably likely be expected to adversely affect the Company’s its ability to record, process, summarize and report financial information; and (ii) data, or any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role management. No material weakness in the Company’s internal controls over financial reporting. Notwithstanding any provision abovehas been identified by PCB’s auditors, nothing and there have been no significant changes in this Agreement requires the Company internal controls that could reasonably be expected to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act materially and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawadversely affect internal controls.

Accounting Controls. The Company and its Subsidiaries Subsidiaries, taken as a whole, maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of, or become aware of: (i) all any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires Since the Company to comply with Section 404 date of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and latest audited financial statements included in the rules and regulations promulgated Disclosure Package, there has been no change in connection therewith as of an earlier date than it would otherwise be required the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to do so under applicable lawmaterially affect, the Company’s internal control over financial reporting.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “effective internal control over financial reporting” reporting (as defined under Rules 13a-15 Rule 13-a15 and 15d-15 under the Exchange 1934 Act Regulations) that comply in all material respect with the requirements and a system of the Exchange Act and have been internal accounting controls designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountabilityaccountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (E) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the Company is not aware end of any material weaknesses in its internal controls. To the Company’s knowledgemost recent audited fiscal year, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have there has been advised of: (i1) all significant deficiencies and no material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role weakness in the Company’s internal controls control over financial reporting. Notwithstanding any provision abovereporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially and adversely affected, nothing in or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting (it being understood that this Agreement requires subsection shall not require the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith (as defined below) as of an any date earlier than such date than it the Company would otherwise be required to do so comply under applicable lawlaws). The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a 15 and Rule 15d 15 under the 1934 Act Regulations) designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Accounting Controls. The Company Each of the QR Parties (A) makes and its Subsidiaries maintain systems keeps books, records and accounts that, in reasonable detail, accurately and fairly reflect transactions and dispositions of “assets and; (B) maintains and has maintained effective internal control over financial reporting” (reporting as defined under Rules in Rule 13a-15 and 15d-15 under the Exchange 1934 Act Regulations) that comply in all material respect with the requirements Regulations and a system of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountabilityaccountability for their assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed described in the Registration Statement, the Pricing Disclosure Package Statutory Prospectus and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledgesince December 31, the Company’s auditors and the Audit Committee 2009, none of the Board of Directors of the Company have QR Parties (A) has been advised of: by PriceWaterhouseCoopers LLP of (i) all any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability of any of the QR Parties to record, process, summarize and report financial information; and data, or any material weaknesses in internal controls over financial reporting affecting any of the QR Parties, or (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 reporting of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act QR Parties, and (B) there has been no change in any of the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required QR Parties’ internal control over financial reporting that has materially affected, or is reasonably likely to do so under applicable lawmaterially affect, such QR Party’s internal control over financial reporting.

Accounting Controls. The Except as otherwise disclosed in the Disclosure Package, the Company and its Subsidiaries maintain systems of “maintains (i) effective internal control controls over financial reporting” (reporting as defined under Rules in Rule 13a-15 and 15d-15 under the Securities Exchange Act Regulationsof 1934, as amended, and (ii) that comply in all material respect with the requirements a system of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded asset accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, differences;(E) material information relating to the Company is not aware promptly made known to the officers responsible for establishing and maintaining the system of internal accounting controls; and (F) any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material or weaknesses in the design or operation of internal accounting controls over which could adversely affect the Company’s ability to record, process, summarize and report financial reporting which data, and any fraud whether or not material that involves management or other employees who have a significant role in internal controls, are known adequately and promptly disclosed to the Company’s management independent auditors and that have adversely affected the audit committee of the Company’s board of directors. Except as disclosed in the Disclosure Package and Prospectus or in any document incorporated by reference therein, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in design or operation of the Company’s internal control over financial reporting (whether or not remediated) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; information and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role no change in the Company’s internal controls control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.;

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act Regulations▇▇▇▇ ▇▇▇) that comply in all material respect with the requirements of the Exchange 1934 Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, generally accepted accounting principles. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, Prospectus fairly presents the Company is not aware of any information called for in all material weaknesses respects and has been prepared in its internal controlsaccordance in all material respects with the Commission's rules and guidelines applicable thereto. To There were no changes in the Company’s knowledge, internal control over financial reporting during or subsequent to the Company’s auditors and most recent period covered by the Audit Committee of the Board of Directors most recent financial statements of the Company have been advised of: (i) all significant deficiencies included or incorporated by reference in each of the Registration Statement, the General Disclosure Package and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and Prospectus that have adversely affected materially affected, or are reasonably likely to adversely affect materially affect, the Company’s ability to record, process, summarize and report internal control over financial information; and (ii) any fraud known to the Company’s management, whether reporting. There were no material weaknesses or not material, that involves management or other employees who have a unremediated significant role deficiencies in the Company’s internal controls control over financial reporting during the period covered by the most recent audited financial statements included or incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus and, to the best knowledge of the Company, there are presently no material weaknesses or significant deficiencies in the Company’s internal control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company Each Shake Shack Party and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the applicable requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its any Shake Shack Party’s internal controls. To the Company’s knowledge, the Company’s The auditors and the Audit Committee of the Board of Directors of the Company each Shake Shack Party have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Companysuch Shake Shack Party’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Companysuch Shake Shack Party’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries maintain systems subsidiaries maintains a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that is designed to comply in all material respect with the requirements of the Exchange Act and have has been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPU.S. generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls (it being understood that the Company is not aware required as of any material weaknesses in its internal controlsthe date hereof to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as defined below)). To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive officers and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, generally accepted accounting principles. The Company (individually and on a consolidated basis) and its subsidiaries each maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the Registration StatementPreliminary Offering Memorandum, the Pricing Disclosure Package Time of Sale Information and the Prospectus, Offering Memorandum is prepared in accordance with the Company is not aware of any material weaknesses in its internal controlsCommission’s rules and guidelines applicable thereto. To the The Company’s knowledgeinternal control over financial reporting is effective and, since the Company’s auditors and the Audit Committee date of the Board of Directors latest audited financial statements included or incorporated by reference in each of the Company have Time of Sale Information and Offering Memorandum, there has been advised of: (i) all no material weaknesses or significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. Notwithstanding any provision abovereporting and (ii) no change that has materially affected, nothing in this Agreement requires the Company or is reasonably likely to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawmaterially affect, such internal controls.

Accounting Controls. The Company and its Subsidiaries subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus, Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission's rules and guidelines applicable thereto. The Company is not aware of any material weaknesses or significant deficiencies in its internal controls. To the Company’s knowledgeinternal controls over financial reporting that have been identified by the Company or its auditors (it being understood that this Section 3(A)(dd) shall not require the Company to comply with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that Company which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company Company, the Guarantors and its Subsidiaries their respective subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company, including, but not limited to, the Guarantors and their respective subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus, Time of Sale Information fairly presents the Company information called for in all material respects and is not aware of any prepared in accordance with the Commission’s rules and guidelines applicable thereto. There are no material weaknesses or significant deficiencies in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; , (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company is not aware of any there are no material weaknesses in its internal controls. To the Company’s knowledge, the internal control over financial reporting. The Company’s auditors and the Audit Committee audit committee of the Board board of Directors directors of the Company have been advised of: (ix) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (iiy) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires Since the Company to comply with Section 404 date of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act latest audited financial statements included in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawCompany’s internal control over financial reporting.

Accounting Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange 1934 Act Regulations) that comply in all material respect respects with the requirements of the Exchange 1934 Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires Since the Company to comply with Section 404 date of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and latest audited financial statements included in the rules and regulations promulgated Disclosure Package, there has been no change in connection therewith as of an earlier date than it would otherwise be required the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to do so under applicable lawmaterially affect, the Company’s internal control over financial reporting.

Accounting Controls. The Company and its Subsidiaries Subsidiaries, taken as a whole, maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its Subsidiaries, includingtaken as a whole, but not limited to, maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed There are no material weaknesses in the Registration Statement, the Pricing Disclosure Package and the Prospectus, Company’s internal controls over financial reporting (it being understood that the Company is not aware required to comply with Section 404 of any material weaknesses the Sarbanes Oxley Act of 2002, as amended, and the rules and regulations promulgated in its internal controlsconnection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as of an earlier date than it would otherwise be required to so comply under applicable Law). To the extent known by the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Company’s managementcompany if publicly disclosed. fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any no material weaknesses in its internal controls. To the Company’s knowledge, the internal controls over financial reporting have been identified. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, internal controls over financial reporting that have been identified by the Company or its auditors. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that Company which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries, taken as a whole, maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 in Rule 13a-15(f) under the Exchange Act RegulationsAct) that comply in all material respect with the applicable requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries, includingtaken as a whole, but not limited to, maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Prospectus, the Company is not aware of any Commission’s rules and guidelines applicable thereto. There are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision aboveFor the avoidance of doubt, nothing in it is understood that this Agreement requires subsection shall not require the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act and the rules and regulations promulgated in connection therewith of 2002 as of an earlier date than it would otherwise be required to do so comply under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries have taken all actions reasonably necessary to ensure that, within the time period required by applicable Law, the Company will have established and will maintain systems of effective “internal control over financial reporting” (as defined under Rules in Rule 13a-15 and 15d-15 under of the Exchange 1934 Act Regulations) that comply in all material respect with the requirements ). The Company and its subsidiaries maintain a system of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed Since the first day of the Company’s earliest fiscal year for which audited financial statements are included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the ProspectusProspectus or at any time subsequent thereto, the Company is there has not aware of been (1) any material weaknesses weakness (as defined in its internal controls. To Rule 1-02 of Regulation S-X of the Commission) in the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which are known to the Company’s management and that have adversely affected (whether or are reasonably likely to adversely affect the Company’s ability to recordnot remediated), process, summarize and report financial information; and or (ii2) any fraud known to the Company’s managementfraud, whether or not material, that involves involving management or other employees who have a role in the Company’s internal control over financial reporting and, since the end of the Company’s most recent fiscal year for which audited financial statements are included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations); such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company’s independent public accountants and the audit committee of the Company’s board of directors have been advised of all material weaknesses, if any, and significant deficiencies (as defined in Rule 1-02 of Regulation S-X of the Commission), if any, in the Company’s internal control over financial reporting and of all fraud, if any, whether or not material, involving management or other employees who have a role in the Company’s internal controls over and financial reporting. Notwithstanding reports, in each case that occurred or existed, or was first detected, at any provision abovetime during the Company’s three most recent fiscal years for which audited financial statements are included or incorporated by reference in the Registration Statement, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act General Disclosure Package and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable lawProspectus or at any time subsequent thereto.

Accounting Controls. The Company and its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles in the United States, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included in the Registration Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses in its the Company’s internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementknowledge of the Company after due inquiry, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Prospectus, the Commission’s rules and guidelines applicable thereto. The Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledgeinternal controls over financial reporting that have been identified by the Company or its auditors (it being understood that this subsection (ee) shall not require the Company to comply with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that Company which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and and, on a consolidated basis, its Subsidiaries subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, including, but not limited to, . The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledgeinternal controls (it being understood that this subsection shall not require the Company to comply with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as of an earlier date that it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply in all material respect with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company is not aware of any material weaknesses or significant deficiencies in its internal controls. To the Company’s knowledgeinternal controls over financial reporting that have been identified by the Company or its auditors (it being understood that this Section 3(A)(dd) shall not require the Company to comply with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that Company which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Company and its Subsidiaries Brilliant Earth and their subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that are reasonably designed to comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Company and Brilliant Earth maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed There are no material weaknesses in the Registration Statement, the Pricing Disclosure Package Company’s and the Prospectus, Brilliant Earth’s internal controls (its being understood that the Company is not aware required as of any material weaknesses in its internal controlsthe date hereof to comply with Section 404 of the Sarbanes Oxley Act (as defined below)). To the The Company’s knowledge, the Companyand Brilliant Earth’s auditors and the Audit Committee of the Board of Directors of the Company and the Board of Directors of Brilliant Earth have each been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s or Brilliant Earth’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or Brilliant Earth’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires the Company to comply with Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so under applicable law.

Accounting Controls. The Except as described in the Registration Statement, the Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ’ and its Subsidiaries’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Notwithstanding any provision above, nothing in this Agreement requires Since the Company to comply with Section 404 date of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and latest audited financial statements included in the rules and regulations promulgated Disclosure Package, there has been no change in connection therewith as of an earlier date than it would otherwise be required the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to do so under applicable lawmaterially affect, the Company’s internal control over financial reporting.