Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole). (b) The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements Attached as Section 5.9(a) of the Company included in Disclosure Letter are: true, fair and complete copies of the Company SEC Documents unaudited consolidated balance sheets of the Group Companies, and the related statements of operations and statements of cash flows, as of and for the years ended June 30, 2022 and June 30, 2021 (the “Interim Statements Date(s)”) (such financial statements, the “Interim Financial Statements”). (b) The Interim Financial Statements (i) complied as to form, as of their respective filing dates with were prepared from the SEC, in all material respects with the applicable accounting requirements books and the published rules and regulations records of the SEC with respect thereto, Group Companies; (ii) were prepared on an accrual basis in accordance with GAAP; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial condition on a consolidated basis as of applicable Interim Statements Date including for all warranty, maintenance, services and indemnification obligations; and (iv) contain and reflect adequate provisions for all Liabilities for all material Taxes applicable to the Company with respect to the applicable Interim Statements Date. The Interim Financial Statements truly and fairly reflect in all material respects the outstanding Indebtedness of the Company as of the applicable Interim Statement Date, subject to any adjustment in the Audited Financial Statements. The Audited Financial Statements when delivered (i) shall give a true and fair view of the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended, (ii) shall have been prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto), (iii) shall have been prepared from, and shall have been in accordance in all material respects with, the consolidated financial position books and records of the Company and its consolidated Subsidiaries Subsidiaries, (iv) shall contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial position on a consolidated basis as of their dates including for all warranty, maintenance, service and indemnification obligations, (v) shall contain and reflect adequate provisions for all Liabilities for all material Taxes applicable to the dates thereof and their consolidated results of operations and cash flows for Group Companies with respect to the periods presented therein then ended, and (subject to normal recurring year-end adjustments vi) in the case of any unaudited interim financial statements that would not, individually or the PCAOB Financial Statements when delivered by the Company for inclusion in the aggregateProxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.3, be will comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof. (c) Neither the Company and nor any director or officer of the Company nor or any of its Subsidiaries, taken as to the knowledge of the Company, any independent auditor of the Company or its Subsidiaries, has, since July 1, 2020, identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or any of its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a whole)role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (bd) The Since July 1, 2020, the Company has established and maintains maintained a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that accounting controls which is reasonably 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 GAAPGAAP and to maintain asset accountability, (iiiii) receipts and expenditures are executed access to assets is permitted only in accordance with authorizations of the Companymanagement’s management and directors, general or specific authorization and (iiiiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely mannerdifferences. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees The books and records of the Company have been, and its Subsidiaries who have a significant role are being, maintained in the Company’s internal controls over financial reporting (nor has all material respects in accordance with FRSs and any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingother applicable legal and accounting requirements. (ce) The Company has established and maintains “disclosure controls and procedures” (Board would, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the date hereof and as of the Share Exchange Act that are designed and maintained Closing Date be able to ensure that (i) all information (both financial and non-financial) required give a solvency statement in relation to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized accordance with Section 215I and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms Section 215J of the SEC Singapore Companies Act, to effect the Share Exchange, and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 is not aware of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect any fact, matter or circumstance that has occurred or is reasonably expected to such reports. (d) Neither occur which would render the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment Board unable to become a party give such solvency statement when required to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among do so in connection with the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statementsShare Exchange.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of certain information and footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or statements). Except as has been described in the aggregateCompany SEC Documents, be material to there are no unconsolidated Subsidiaries of the Company and its Subsidiaries, taken as a whole)or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(b) of Regulation S-K promulgated by the SEC. (b) The Company has established and maintains a Company’s system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 is reasonably designed and 15d-15 of the Exchange Act that is sufficient maintained to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, (ii) receipts and expenditures are executed being made only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, prevented or detected, detected in a timely manner. Since December 31, 2017, there has not been any (i) There were no material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X)weakness, identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge management of the Company, illegal act or fraud that involves management or other employees ’s assessment of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiencyas of and for the year ended December 31, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing2023. (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e13a- 15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such material 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither As of the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities ofdate hereof, the Company or any is in compliance in all material respects with all rules, regulations and requirements of its Subsidiaries in the Sarbanes Oxley Act to the extent applicable to the Company. Since January 1, 2022, through the date hereof, the Company SEC Documents or has complied in all material respects with the Company’s or such Subsidiary’s published financial statementsapplicable listing and other rules and regulations of the NYSE.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient in all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) that any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, detected or detected, prevented in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or There were no significant deficiencies that in the aggregate would amount to a or material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), weaknesses identified in the Company’s, or its Subsidiaries’, design or operation management’s assessment of internal controlscontrols as of and for the year-ended June 30, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting 2013 (nor has any such deficiency, deficiency or weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingidentified since such date). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 with respect to such reports. (d) Since January 1, 2010, neither the principal executive officer nor the principal financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in the Company’s internal controls over financial reporting. (e) The audit committee of the Company Board includes an Audit Committee Financial Expert, as defined by Item 407(d)(5)(ii) of Regulation S-K. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any Knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Parent included in the Company Parent SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of certain information and footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or statements). Except as has been described in the aggregateParent SEC Documents, there are no unconsolidated Subsidiaries of Parent or any off-balance sheet arrangements of the type required to be material disclosed pursuant to Item 303(b) of Regulation S-K promulgated by the Company and its Subsidiaries, taken as a whole)SEC. (b) The Company has established and maintains a Parent’s system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 is reasonably designed and 15d-15 of the Exchange Act that is sufficient maintained to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, (ii) receipts and expenditures are executed being made only in accordance with authorizations of the CompanyParent’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the CompanyParent’s or its Subsidiaries’ assets that would materially affect the CompanyParent’s financial statements would be prevented, prevented or detected, detected in a timely manner. Since December 31, 2017, there has not been any (i) There were no material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X)weakness, identified in the Company’s, or its Subsidiaries’, design or operation management of Parent’s assessment of internal controlscontrols as of and for the year ended December 31, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing2023. (c) The Company has established and maintains Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such material information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company Parent required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither As of the Company nor any date hereof, Parent is in compliance in all material respects with all rules, regulations and requirements of its Subsidiaries is a party tothe Sarbanes Oxley Act to the extent applicable to Parent. Since January 1, is subject to2022, or through the date hereof, Parent has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among complied in all material respects with the Company applicable listing and any other rules and regulations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statementsNYSE.

Financial Statements; Internal Controls. (a) Since January 1, 2020, EDR has filed or furnished on a timely basis all reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated therein, amendments and supplements thereto) required to be filed or furnished by EDR with or to the SEC (the “EDR SEC Documents”). As of their respective dates, EDR SEC Documents (to the extent related to HoldCo) complied in all material respects with the requirements of the Securities Act, the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and applicable to such EDR SEC Documents or EDR and, except to the extent that information in such EDR SEC Document has been revised, amended, modified, or superseded (prior to the date of this Agreement) by a later-filed EDR SEC Document, none of the EDR SEC Documents (to the extent related to HoldCo) when filed or furnished contained (or with respect to EDR SEC Documents (to the extent related to HoldCo) filed or furnished after the date of this Agreement, will not contain) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, in each case, that no representation is made as to the accuracy of any financial projection or forward-looking statement or the completeness of any information filed or furnished by EDR with or to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. No HoldCo Subsidiary is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification, or other document with, or make any other filing with, or furnish any other material to, the SEC. (b) The audited consolidated financial statements (including related notes and unaudited consolidated interim financial statements of the Company included schedules) contained or incorporated by reference in the Company EDR SEC Documents in respect of HoldCo: (i) complied as to form, as of their respective filing dates with the SEC, form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved covered (exceptexcept as may be indicated in the notes to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, for as permitted by Form 10-Q, Form 8-K, or any successor form under the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statementsExchange Act), ; and (iii) fairly presented present, in all material respects, the consolidated financial position of EDR and its consolidated Subsidiaries (with respect to HoldCo) as of the respective dates thereof and the consolidated results of operations and cash flows of EDR and its consolidated Subsidiaries (with respect to HoldCo) for the periods covered thereby (subject, in the case of the unaudited financial statements, to normal and recurring year-end adjustments that are not, individually or in the aggregate, reasonably expected to be material). (c) Section 4.5(c) of the EDR Disclosure Letter contains true, complete and accurate copies of the unaudited consolidated financial statements consisting of the balance sheets of HoldCo as of December 31, 2020, December 31, 2021, and December 31, 2022, and the related consolidated statements of operations, comprehensive income and retained earnings for each of the years then ended (collectively the “HoldCo Financial Statements”). True and correct copies of HoldCo Financial Statements have been provided to WWE. The HoldCo Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes theretoto such financial statements); and (iii) fairly present, in all material respects respects, the consolidated financial position of the Company HoldCo and its consolidated Subsidiaries and as of the respective dates thereof and their the consolidated results of operations and cash flows of HoldCo and its consolidated Subsidiaries for the periods presented therein covered thereby (subject to normal and recurring year-end adjustments in the case of any unaudited interim financial statements that would are not, individually or in the aggregate, reasonably expected to be material to the Company and its Subsidiaries, taken as a wholematerial). (bd) The Company When delivered by EDR to WWE in accordance with Section 6.15(a), the HoldCo Audited Financial Statements will (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements); and (ii) fairly present, in all material respects, the consolidated financial position of HoldCo and its consolidated Subsidiaries and as of the respective dates thereof and the consolidated results of operations of HoldCo and its consolidated Subsidiaries for the periods covered thereby (subject to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). (e) EDR maintains, and at all times since January 1, 2020, has established and maintains maintained, a system of internal control controls over financial reporting (as defined in within the meaning of Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) as required by Rules 13a-15 and 15d-15 relating to HoldCo that comply with the requirements of the Exchange Act that is sufficient and have been designed to provide reasonable assurance that regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that, to the extent relating to HoldCo: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of EDR; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) GAAP and that receipts and expenditures are executed being made only in accordance with authorizations of the Company’s management and directors, directors of EDR; and (iii) any provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, acquisition or disposition of the Companyassets of EDR that could have a material effect on EDR’s or its Subsidiaries’ assets that would materially affect the Company’s consolidated financial statements would be prevented, or detected, in a timely mannerstatements. Since December 31January 1, 20172020, there none of EDR, EDR Executive Committee, its audit committee or, to the knowledge of EDR, EDR’s independent registered accounting firm, has not identified or been any made aware of any: (iA) significant deficiency or material weaknesses, or significant deficiencies that weakness in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, control over financial reporting utilized by EDR; (iiB) to the Knowledge of the Company, illegal act or fraud fraud, whether or not material, that involves the management or other employees of the Company and its Subsidiaries EDR who have a significant role in the CompanyEDR’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) reporting; or (iiiC) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of regarding any of the foregoing. (cf) The Company has established and EDR maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as procedures required by Rules Rule 13a-15 and or 15d-15 of promulgated under the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) relating to HoldCo required to be disclosed by the Company in the EDR’s reports that it files or submits under the Exchange Act is recorded, processed, summarized summarized, and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) that all such information is accumulated and communicated to the CompanyEDR’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications enable each of the principal executive officer of EDR and the principal financial officer of EDR to make the Company certifications required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. EDR and its Subsidiaries have carried out all evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. (dg) Neither Only to the Company extent relating to HoldCo, neither EDR nor any of its Subsidiaries EDR Subsidiary is a party to, is subject to, to or has any obligation or other commitment to become a party to or subject toany securitization transaction, any off off-balance sheet partnership partnership, or any similar Contract, Contract (including any Contract arising out of or arrangement relating to any transaction or relationship between or among the Company EDR and any of its SubsidiariesEDR Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose purpose, or limited purpose entity or PersonEntity, on the other hand, or any “off off-balance sheet arrangementsarrangement” (as defined in within the meaning of Item 303(a) of Regulation S-K promulgated under the Exchange Act)) where the result, purpose purpose, or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company EDR or any of its Subsidiaries EDR Subsidiary in the Company SEC Documents or in the Company’s or such SubsidiaryEDR’s published financial statements or other reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by EDR with or to the SEC.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of certain information and footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or statements). Except as has been described in the aggregateCompany SEC Documents, be material to there are no unconsolidated Subsidiaries of the Company and its Subsidiaries, taken as a whole)or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(b) of Regulation S-K promulgated by the SEC. (b) The Company has established and maintains a Company’s system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 is reasonably designed and 15d-15 of the Exchange Act that is sufficient maintained to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, (ii) receipts and expenditures are executed being made only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, prevented or detected, detected in a timely manner. Since December 31, 2017, there has not been any (i) There were no material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X)weakness, identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge management of the Company, illegal act or fraud that involves management or other employees ’s assessment of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting as of and for the year ended January 31, 2024 (nor has any such deficiency, material weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingidentified since such date). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such material 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (d) Neither The Company is in compliance in all material respects with all rules, regulations and requirements of the Company nor any of its Subsidiaries is a party toSarbanes Oxley Act to the extent applicable to the Company. Since February 1, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of2021, the Company or has complied in all material respects with the applicable listing and other rules and regulations of the NYSE and has not received any of its Subsidiaries in the Company SEC Documents or in the Company’s or notice from NYSE asserting any non-compliance with such Subsidiary’s published financial statementsrules and regulations.

Financial Statements; Internal Controls. (a) Since January 1, 2020, WWE has filed or furnished on a timely basis all reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated therein, amendments and supplements thereto) required to be filed or furnished by WWE with or to the SEC (the “WWE SEC Documents”). As of their respective dates, WWE SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and applicable to such WWE SEC Documents or WWE and, except to the extent that information in such WWE SEC Document has been revised, amended, modified, or superseded (prior to the date of this Agreement) by a later-filed WWE SEC Document, none of the WWE SEC Documents when filed or furnished contained (or with respect to WWE SEC Documents filed or furnished after the date of this Agreement, will not contain) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, in each case, that no representation is made as to the accuracy of any financial projection or forward-looking statement or the completeness of any information filed or furnished by WWE with or to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. No WWE Subsidiary, including New PubCo or Merger Sub, is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification, or other document with, or make any other filing with, or furnish any other material to, the SEC. (b) The audited consolidated financial statements (including related notes and unaudited consolidated interim financial statements of the Company included schedules) contained or incorporated by reference in the Company WWE SEC Documents (the “WWE Financial Statements”): (i) complied as to form, as of their respective filing dates with the SEC, form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during throughout the periods involved covered (exceptexcept as may be indicated in the notes to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, for as permitted by Form 10-Q, Form 8-K, or any successor form under the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statementsExchange Act), ; and (iii) fairly presented (except as may be indicated in the notes thereto) present, in all material respects respects, the consolidated financial position of the Company WWE and its consolidated Subsidiaries and as of the respective dates thereof and their the consolidated results of operations and cash flows of WWE and its consolidated Subsidiaries for the periods presented therein covered thereby (subject subject, in the case of the unaudited financial statements, to normal and recurring year-end adjustments in the case of any unaudited interim financial statements that would are not, individually or in the aggregate, reasonably expected to be material to the Company and its Subsidiaries, taken as a wholematerial). (bc) The Company WWE maintains, and at all times since January 1, 2020, has established and maintains maintained, a system of internal control controls over financial reporting (as defined in within the meaning of Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) as required by Rules 13a-15 and 15d-15 that comply with the requirements of the Exchange Act that is sufficient and have been designed to provide reasonable assurance that regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, 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 WWE; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) GAAP and that receipts and expenditures are executed being made only in accordance with authorizations of the Company’s management and directors, directors of WWE; and (iii) any provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, acquisition or disposition of the Companyassets of WWE that could have a material effect on WWE’s or its Subsidiaries’ assets that would materially affect the Company’s consolidated financial statements would be prevented, or detected, in a timely mannerstatements. Since December 31January 1, 20172020, there none of WWE, the WWE Board, its audit committee, or, to the knowledge of WWE, WWE’s independent registered accounting firm, has not identified or been any made aware of any: (iA) significant deficiency or material weaknesses, or significant deficiencies that weakness in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, control over financial reporting utilized by WWE; (iiB) to the Knowledge of the Company, illegal act or fraud fraud, whether or not material, that involves the management or other employees of the Company and its Subsidiaries WWE who have a significant role in the CompanyWWE’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) reporting; or (iiiC) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of regarding any of the foregoing. (cd) The Company has established and WWE maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as procedures required by Rules Rule 13a-15 and or 15d-15 of promulgated under the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the WWE’s reports that it files or submits under the Exchange Act is recorded, processed, summarized summarized, and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) that all such information is accumulated and communicated to the CompanyWWE’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications enable each of the principal executive officer of WWE and the principal financial officer of WWE to make the Company certifications required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. WWE and its subsidiaries have carried out all evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. (de) Neither the Company WWE nor any of its Subsidiaries WWE Subsidiary is a party to, is subject to, to or has any obligation or other commitment to become a party to or subject toany securitization transaction, any off off-balance sheet partnership partnership, or any similar Contract, Contract (including any Contract arising out of or arrangement relating to any transaction or relationship between or among the Company WWE and any of its SubsidiariesWWE Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose purpose, or limited purpose entity or PersonEntity, on the other hand, or any “off off-balance sheet arrangementsarrangement” (as defined in within the meaning of Item 303(a) of Regulation S-K promulgated under the Exchange Act)) where the result, purpose purpose, or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company WWE or any of its Subsidiaries WWE Subsidiary in the Company SEC Documents or in the Company’s or such SubsidiaryWWE’s published financial statementsstatements or other WWE SEC Documents. (f) As of the date of this Agreement, there is no outstanding or unresolved comment in any comment letter received from the SEC with respect to WWE SEC Documents. To the knowledge of WWE, none of WWE SEC Documents is the subject of ongoing SEC review and there is no inquiry or investigation by the SEC, or any internal investigation pending or threatened, in each case, regarding any accounting practice of WWE.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements Attached as Schedule 6.7(a) of the Group Companies Disclosure Letter are: true, fair and complete copies of the unaudited consolidated interim financial statements balance sheet of the Company included in Company, and the Company SEC Documents related statement of operations and statement of cash flows as of December 31, 2022 and for the period from November 3, 2022 (the inception) through December 31, 2022 (the “Interim Statements Date” and such financial statements, the “Interim Financial Statements”). (b) The Interim Financial Statements (i) complied as to form, as of their respective filing dates with the SEC, fairly present in all material respects with the applicable accounting requirements financial position of the Company as at Interim Statements Date, and the published rules results of operations and regulations of consolidated cash flows for the SEC with respect theretoperiod ended on the Interim Statements Date, and (ii) were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, except for the absence of footnotesfootnotes and other presentation items for normal year-end adjustments). The Audited Financial Statements when delivered (i) shall fairly present in all material respects the financial position of the Company as at the date thereof, none and the results of which, if presented, would materially differ from those in operations and consolidated cash flows for the audited financial statements)respective period then ended, and (iiiii) fairly presented were prepared in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), and (iii) in the case of the PCAOB Financial Statements when delivered by the Company and the PCAOB Consolidated Financial Statements when delivered by PubCo for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.3, will comply in all material respects with the consolidated financial position applicable accounting requirements (including the standards of the Company PCAOB) and its consolidated Subsidiaries the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)thereof. (bc) The With respect to the Company, no director or officer of it nor, to the knowledge of the Company, any independent auditor of it has, since its inception date, identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) to the knowledge of the Company, any claim or allegation regarding any of the foregoing. (d) With respect to the Company, since its inception date, it has established and maintains maintained a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that accounting controls which is reasonably sufficient to provide provide, in all material respects, 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 GAAPGAAP and to maintain asset accountability, (iiiii) receipts and expenditures are executed access to assets is permitted only in accordance with authorizations of the Companymanagement’s management and directors, general or specific authorization and (iiiiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any unauthorized use, acquisition or disposition differences. The books and records of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees each of the Company have been, and its Subsidiaries who have a significant role are being, maintained in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (all material respects in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act accordance with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company GAAP and any of its Subsidiaries, on the one hand, other applicable legal and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statementsaccounting requirements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole). (b) The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 20172019 through the date hereof, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified by the Company or, to the Knowledge of the Company, the Company’s independent registered public accounting firm, in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure provide reasonable assurance that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements (including all related notes and schedules) of the Company Parent and its consolidated Subsidiaries included or incorporated by reference in the Company Parent SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements that would notstatements, to normal year-end adjustments, none of which are, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholematerial). (b) The Company No material weaknesses exist with respect to the internal control over financial reporting of Parent that would be required to be disclosed by Parent pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC that have not been disclosed in the Parent SEC Reports as filed with or furnished to the SEC prior to the date hereof. Parent has established and maintains a system of disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules Rule 13a-15 and 15d-15 of under the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company Parent in the reports that it files or and submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC’s rules and forms of forms, including that information required to be disclosed by Parent in the SEC reports that it files and (ii) all such information submits under the Exchange Act is accumulated and communicated to the Company’s management of Parent, as appropriate appropriate, to allow timely decisions regarding required disclosure disclosure. Parent has disclosed, based on its most recent evaluation, to Parent’s outside auditors and to make the certifications audit committee of the principal executive officer board of directors of Parent, (A) all significant deficiencies and principal material weaknesses in the design or operation of internal control over financial officer reporting which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has provided or made available to the Company true and complete copies of any such disclosure contemplated by clauses (A) and (B) of the Company required under immediately preceding sentence made by management to Parent’s independent auditors and the Exchange Act and Sections 302 and 906 audit committee of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reportsParent’s board of directors since January 1, 2012. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements Audited Financial Statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Unaudited Financial Statements (i) complied as to formform with the published rules and regulations of the SEC applicable thereto, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Acquired Companies as of the dates thereof and their consolidated results of operations and cash flows of the Acquired Companies as of the dates or for the periods presented therein (subject subject, in the case of the Unaudited Financial Statements, to normal recurring year-end adjustments that are not material in amount or nature and the case absence of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholenotes). (b) The Company has established established, maintains, and maintains a system of at all times since January 1, 2018 has maintained “internal control over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 which is reasonably effective in ensuring the reliability of the Exchange Act Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that is sufficient to in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) GAAP and that receipts and expenditures are executed being made only in accordance with authorizations of the Company’s management and directors, the Company Board; and (iii) any provide reasonable assurance regarding prevention or timely detection of unauthorized useacquisition, acquisition use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2019, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective and disclosed to the Company’s independent public accounting firm and audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or its Subsidiaries’ assets that would materially operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the preparation of financial statements would be prevented, or detected, in a timely mannerthe internal control over financial reporting utilized by the Company or the Company Subsidiaries. Since December 31January 1, 20172018, there neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm has not identified or been made aware of any (i) “significant deficiencies” or “material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness ” (as such terms are defined in Rule 1-02(a)(4by the Public Company Accounting Oversight Board) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of such internal controls, (ii) control over financial reporting utilized by the Company that would reasonably be expected to be adverse to the Knowledge of the Company’s ability to record, illegal act process, summarize and report financial information and any fraud, whether or fraud not material, that involves management or other employees of the Company and its Subsidiaries Acquired Companies who have a significant role in the Company’s internal controls control over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingreporting. (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to reasonably ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Since January 1, 2018, the Company nor has not received or been made aware of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contractinternal accounting controls, including any Contract material complaint, allegation, assertion or arrangement relating to any transaction or relationship between or among claim that the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose has engaged in questionable accounting or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statementsauditing practices.

Financial Statements; Internal Controls. (a) The audited and unaudited consolidated financial statements and unaudited consolidated interim financial statements (including the related notes thereto) of the Company included or incorporated by reference in the Company SEC Documents Reports (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, "Company Financial Statements"): (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii1) fairly presented (except as may be indicated in the notes thereto) in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, and the dates thereof and their consolidated income, stockholders' equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject to normal recurring year-end adjustments except as may be set forth therein or in the notes thereto); and (2) were prepared in accordance with GAAP throughout the periods involved (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any unaudited interim financial statements that would not, individually or in other adjustments set forth therein including the aggregate, be material to notes thereto). All the Company and its Subsidiaries, taken as a whole)Company's Subsidiaries are consolidated for accounting purposes. (b) The Company has established and maintains a Company's system of "internal control controls over financial reporting reporting" (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 is designed and 15d-15 of the Exchange Act that is sufficient maintained to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of management and directors of the Company’s management and directors, and (iii) that any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ 's assets that would materially affect the Company’s 's financial statements would be prevented, or detected, detected in a timely mannermanner or prevented. Since December 31The Company has disclosed to the Company's auditors or the audit committee of the Company's board of directors that its current internal controls over financial reporting are not effective and that there are "significant deficiencies" or "material weaknesses" in the design or operation of the Company's internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company's ability to record, 2017process, there summarize and report financial information. There has not been any (i) material weaknessesfraud, whether or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X)not material, identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s 's internal controls over financial reporting (reporting. Neither the Company nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingSubsidiaries are a party to or has any commitment to become a party to any "off-balance sheet arrangements" that would be required to be disclosed under Item 303(a) of Regulation S-K promulgated by the SEC. (c) The Subject to the Company's efforts to mitigate identified weaknesses in internal controls over financial reporting, the Company has established and maintains “its "disclosure controls and procedures” " (as defined in Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of Rule 13a-15(e) or 15d-15(e) under the Exchange Act that are reasonably designed and maintained intended to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) all such information is accumulated and communicated to the Company’s 's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. None of the Company or any of its Subsidiaries has outstanding or has arranged any outstanding "extensions of credit" to directors or executive officers within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) Since May 14, 1996, the Company and Sections 302 its officers and 906 directors have complied in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reportsand the rules and regulations promulgated by the SEC thereunder. (de) Neither There is no liability, debt, or legally binding commitment or obligation of any nature whatsoever, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable or otherwise (any such liability, debt or legally binding commitment or obligation, a "Liability") of the nature required to be disclosed in a balance sheet prepared in accordance with GAAP, against the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose whether or limited purpose entity or Person, on the other handnot required to be disclosed, or any “off balance sheet arrangements” (as defined other fact or circumstance that would reasonably be likely to result in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involvingclaims against, or material liabilities any obligations or Liabilities of, the Company or any of its Subsidiaries Subsidiaries, except for Liabilities and obligations reflected or reserved for on the Company Financial Statements or disclosed in the notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the Company SEC Documents or Financial Statements in the Company’s ordinary course of the operation of business of the Company and its Subsidiaries, or (c) under any Company Material Contract or not required to be disclosed in the schedules (other than any such Subsidiary’s published financial statementsliability, debt or obligation resulting from a breach or a default thereunder).

Financial Statements; Internal Controls. (a) Correct and complete copies of the Audited Financial Statements have been made available to Buyer and are included in Section 3.6(a) of the Seller Disclosure Letter. The audited consolidated Audited Financial Statements have been, and the unaudited financial statements and unaudited consolidated interim financial statements of the Company included to be delivered pursuant to Section 5.18 will be, prepared in the Company SEC Documents (i) complied as to form, as of their respective filing dates accordance with the SECbooks and records of Seller and the Acquired Companies and fairly present, in all material respects with respects, the applicable accounting requirements consolidated financial condition of the Acquired Companies and the published rules and regulations Business as of the SEC dates indicated therein and the results of the operations of the Acquired Companies and the Business for the periods covered thereby, all in accordance with respect theretoGAAP. Each of the Audited Financial Statements has been, (ii) were and the unaudited financial statements to be delivered pursuant to Section 5.18 will be, prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (exceptcovered thereby, subject, in the case of the unaudited financial statementsstatements to be delivered pursuant to Section 5.18, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)adjustments. (b) The Company Seller has established and maintains disclosure controls and procedures and a system of internal control controls over financial reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules Rule 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company Seller in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) that all such material information is accumulated and communicated to the CompanySeller’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect Act. Neither Seller nor, to such reports. (d) Neither Seller’s Knowledge, Sellers’s independent registered public accounting firm, has identified or been made aware of any fraud that involves management or other employees who have a significant role in Seller’s internal control over financial reporting as it relates to the Company Seller Business Group, the Business. Since August 31, 2018, neither Seller nor any of its Subsidiaries is a party tonor, is subject to, or has any commitment to become a party to or subject toSeller’s Knowledge, any off balance sheet partnership employee or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Representative of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Seller or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has engaged in improper accounting or auditing practices relating to the Seller Business Group, the Business. (c) Correct and complete copies of the JV Financial Statements have been made available to Buyer and are included in Section 3.6(c) of the Seller Disclosure Letter. The JV Financial Statements have been prepared in accordance with the books and records of the applicable Principal JV Entity and fairly present, in all material respects, the consolidated financial condition of the applicable Principal JV Entity as of the dates indicated therein and the results of the operations of the business of such Principal JV Entity for the periods covered thereby, all in accordance with IFRS. Each of the JV Financial Statements has been prepared in accordance with IFRS, in all material respects, applied on a consistent basis throughout the periods covered thereby. No Acquired Company SEC Documents has directly or in the Company’s indirectly guaranteed any indebtedness, liabilities or such Subsidiary’s published financial statementsother obligations of a JV Entity.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Financial Statements included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with (A) the books and records of Company and its consolidated Company Subsidiaries and (B) GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Company Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the Company and its consolidated Company Subsidiaries as of the dates or for the periods presented therein therein, all in accordance with GAAP (subject subject, in the case of the Unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which would not be material) and the absence of notes (that, if presented, would not differ materially from those presented in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholeAudited Financial Statements)). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient in all material respects to provide reasonable assurance that (i) transactions that Transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAPGAAP applied on a consistent basis, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directors, and (iii) that any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, detected or detected, prevented in a timely manner. Since December 31, 2017, there has not been any (i) There are no “significant deficiencies” or “material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness ” (as such terms are defined in Rule 1-02(a)(4by the Public Company Accounting Oversight Board) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of such internal controls, (ii) controls that would reasonably be expected to be adverse in any material respect to the Knowledge of the Company’s ability to record, illegal act process, summarize and report financial information. No significant deficiencies, material weakness or fraud fraud, whether or not material, that involves management or other employees employees, was identified in management’s assessment of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting as of and for the year-ended December 31, 2013 (nor has any such deficiency, weakness or fraud been identified) or (iii) identified to the Knowledge Company’s auditors, senior management of the Company, claim or allegation (in each case, made in writing) of any of Company and/or the foregoingCompany Board since such date). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Since January 1, 2012, (i) neither the Company nor any of its the Company Subsidiaries is a party tonor, is subject to, or has any commitment to become a party to or subject tothe Company’s Knowledge, any off balance sheet partnership director, officer, employee with responsibility for bookkeeping or accounting functions, auditor or accountant of the Company or any similar Contractof the Company Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any Contract material complaint, allegation, assertion or arrangement relating to any transaction or relationship between or among claim that the Company and or any of its the Company Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of the Company Subsidiaries, on whether or not employed by the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, Company or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the resultCompany Subsidiaries, purpose has reported evidence of a material violation of Applicable Law, breach of fiduciary duty or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, similar violation by the Company or any of its Subsidiaries in officers, directors, employees or agents to the Company SEC Documents Board or in any committee thereof or to any director or officer of the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited Each of the consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, the related notes thereto) of the Company and its consolidated Subsidiaries, for the fiscal years ended February 3, 2018 and January 28, 2017, included in the Company SEC Documents Reports: (i) when filed complied as to form, as of their respective filing dates with the SEC, form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during (except as may be indicated in the periods involved (exceptnotes to the audited financial statements and subject, in the case of unaudited financial statements, for to the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statementsfootnotes and normal year-end adjustments), and ; and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of the dates thereof date thereof, and their the consolidated results of operations and cash flows for the periods presented therein period then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements that would notstatements, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholenormal year-end adjustments). (b) The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of Neither the Company and nor any of its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting has outstanding (nor has any such deficiency, weakness arranged or fraud been identified) or (iii) to modified since the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. Act) any “extensions of credit” (dwithin the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction director or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” executive officer (as defined in Item 303(a) of Regulation S-K Rule 3b-7 under the Exchange Act) where of the result, purpose Company. The Company has been and is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Applicable Exchange. (c) The Company and its Subsidiaries have established and maintain disclosure controls and procedures as defined in and required by Rule 13a-15 or effect of such Contract or arrangement Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably effective to ensure that all material information relating to the Company and its Subsidiaries required to be disclosed in the Company’s periodic reports under the Exchange Act is made known on a timely basis to avoid disclosure of any material transaction involving, or material liabilities of, the Company’s principal executive officer and its principal financial officer by others within the Company or any of its Subsidiaries Subsidiaries, and such disclosure controls and procedures are reasonably effective in timely alerting the Company SEC Documents or Company’s principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports required under the Exchange Act. The Company has disclosed, based on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or such Subsidiaryoperation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s published or any of its Subsidiaries’ ability to record, process, summarize and report financial statementsinformation in any material respect and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company and its Subsidiaries have established and maintain internal control over financial reporting (as defined in and in accordance with the requirements of Rule 13a-15(f) of the Exchange Act) effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Financial Statements included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with (A) the books and records of Company and its consolidated or condensed (as applicable) Company Subsidiaries and (B) GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated or condensed (as applicable) financial position of the Company and its the Company Subsidiaries and their consolidated or condensed (as applicable) results of operations and cash flows of the Company and the Company Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows or for the periods presented therein therein, all in accordance with GAAP (subject subject, in the case of the Unaudited Financial Statements, to normal recurring year-end adjustments in (the case effect of any unaudited interim financial statements that which would notnot be material, individually or in the aggregate, be material ) and certain omissions relating to the Company preparation of condensed Unaudited Financial Statements and its Subsidiariesthe absence of notes (which omissions and notes, taken as a wholeif presented, would not differ materially from those presented in the Audited Financial Statements)). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient in all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAPGAAP applied on a consistent and fair basis, (ii) that receipts and expenditures are executed only made in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) that any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, detected or detected, prevented in a timely manner. Since December 31Neither the Company nor, 2017to the Company’s Knowledge, there the Company’s independent registered public accounting firm has not identified or been made aware of any (i) “significant deficiencies” or “material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness ” (as such terms are defined in Rule 1-02(a)(4by the Public Company Accounting Oversight Board) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of such internal controls. No significant deficiency, (ii) to the Knowledge of the Companymaterial weakness or fraud, illegal act whether or fraud not material, that involves management or other employees was identified in management’s assessment of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting as of and for the fiscal year ended December 31, 2014 (nor has any such significant deficiency, weakness or fraud been identified) or (iii) to identified since such date through the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingdate hereof). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure provide reasonable assurance that (i) all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) all such material information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Since January 1, 2012, (i) neither the Company nor any of its the Company Subsidiaries is a party tonor, is subject to, or has any commitment to become a party to or subject tothe Company’s Knowledge, any off balance sheet partnership director, officer, auditor, accountant or representative of the Company or any similar Contractof the Company Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any Contract material complaint, allegation, assertion or arrangement relating to any transaction or relationship between or among claim that the Company and or any of its the Company Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of the Company Subsidiaries, on whether or not employed by the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, Company or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the resultCompany Subsidiaries, purpose has reported evidence of a material violation of Applicable Law, breach of fiduciary duty or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, similar violation by the Company or any of its Subsidiaries in officers, directors, employees or agents to the Company SEC Documents Board or in any committee thereof or to any director or officer of the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except, except as may be expressly indicated in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from notes to those in the audited financial statements), and ; and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations operations, where included, consolidated statements of stockholders’ equity and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)then ended. (b) The Company has established and maintains a system of “internal control controls over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements for external purposes in conformity accordance with GAAP, (ii) that receipts and expenditures of the Company and its Subsidiaries are executed being made only in accordance with authorizations of the Company’s management and directorsthe Company Board, and (iii) any regarding prevention or timely detection of the unauthorized useacquisition, acquisition use or disposition of the Company’s or its Subsidiaries’ assets Company Assets that would materially affect could have a material effect on the Company’s consolidated financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingstatements. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure disclosure. As of the date hereof, the Company has disclosed, based on the most recent evaluation of its principal executive officer and its principal financial officer, to make the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, and (ii) any fraud, whether or not material, that involves management or other employees, all information with respect to which has been made available to Parent prior to the date hereof. To the Knowledge of the Company, there is no reason to believe that the Company’s outside auditors, chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when required. (d) Since January 1, 2014, each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Reports, and the statements contained in such reports. (dcertifications were true and correct on the date such certifications were made. For purposes of this Section 3.10(d) “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder. Neither the Company nor any of its Subsidiaries is a party to, is subject to, has any outstanding “extensions of credit” or has arranged any commitment outstanding “extensions of credit” to become a party to directors or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among executive officers in violation of Section 402 of the Company ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any the rules and regulations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statementspromulgated thereunder.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements that would notstatements, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholenormal year-end adjustments). (b) The Company has established and maintains its Subsidiaries maintain a system of internal control over financial reporting accounting controls (as defined in within the meaning of Rules 13a-15(f) and 15d-15(f) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that assurances regarding (i) transactions are recorded as necessary to permit the reliability of financial reporting and the preparation of financial statements for external purposes in conformity accordance with GAAP, (ii) the authorization of management with respect to receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who and (iii) the prevention or timely detection of the unauthorized acquisition, use or disposition of any assets the Company or any of its Subsidiaries that could have a significant role in material effect on the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge statements. Each of the Company, claim or allegation Company and its Subsidiaries (in each case, made in writingx) of any of the foregoing. (c) The Company has established and maintains “designed disclosure controls and procedures” procedures (as defined in within the meaning of Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all material information (both financial relating to such Person and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act its Subsidiaries is recorded, processed, summarized and reported made known to the individuals responsible for preparing management of such reports Person by others within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management those Persons as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or Reports and (y) has disclosed to its auditors and the audit committee of the Company Board (1) any significant deficiencies in the Company’s design or operation of internal controls which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial data and has disclosed to its auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls, and the Company has made available to Parent copies of any such Subsidiary’s published financial statementsdisclosure in clauses (1) and (2).

Financial Statements; Internal Controls. (a) The HCBF has previously delivered or made available to CenterState copies of HCBF’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (for the years ended December 31, 2016 and 2015) and Hacker, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ PA (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated interim financial statements of (including the Company included in related notes and schedules thereto) for the Company SEC Documents six months ended June 30, 2017 (i) complied as to form, as of their respective filing dates the “Unaudited Financial Statements” and collectively with the SECAudited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) present in all material respects the consolidated financial position condition and the results of the Company operations, changes in shareholders’ equity, and cash flows of HCBF and its consolidated Subsidiaries as of the respective dates thereof of and their consolidated results of operations and cash flows for the periods presented therein (subject referred to normal in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments in (the case effect of any unaudited interim financial statements that which has not had, and would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be material included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the Company notes thereto except for liabilities reflected or reserved against in the Financial Statements and its Subsidiariescurrent liabilities incurred in the Ordinary Course of Business since December 31, taken as a whole2016. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a). (b) The Company has established records, systems, controls, data and maintains information of HCBF and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of HCBF or its Subsidiaries or accountants (including all means of access thereto and therefrom). HCBF and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. HCBF has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of HCBF (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rules 13a-15(f) which are reasonably likely to adversely affect HCBF’s ability to record, process, summarize and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 report financial data and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directorsany fraud, and (iii) any unauthorized usewhether or not material, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the CompanyHCBF’s internal controls control over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingreporting. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedSince January 1, processed2014, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company neither HCBF nor any of its Subsidiaries is a party tonor, is subject to, or has any commitment to become a party to or subject toHCBF’s Knowledge, any off balance sheet partnership director, officer, employee, auditor, accountant or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any representative of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company HCBF or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of HCBF or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that HCBF or any of its Subsidiaries has engaged in the Company SEC Documents questionable accounting or in the Company’s or such Subsidiary’s published financial statementsauditing practices.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included or incorporated by reference in the Company SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements that would notstatements, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholenormal year-end adjustments). (b) The To the Knowledge of the Company, no material weaknesses exist with respect to the internal control over financial reporting of the Company that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC that have not been disclosed in the Company SEC Reports as filed with or furnished to the SEC prior to the date hereof. Except as described in Section 3.13 of the Company Disclosure Letter, the Company has established and maintains a system of disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules Rule 13a-15 and 15d-15 of under the Exchange Act that is sufficient Act. The Company has disclosed, based on its most recent evaluation, to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management outside auditors and directors, and (iii) any unauthorized use, acquisition or disposition the audit committee of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be preventedCompany Board, or detected, in a timely manner. Since December 31, 2017, there has not been any (iA) material weaknesses, or all significant deficiencies that and material weaknesses in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) control over financial reporting which are reasonably likely to the Knowledge of adversely affect in any material respect the Company’s ability to record, illegal act process, summarize and report financial data and (B) any fraud, whether or fraud not material, that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls control over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingreporting. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party toto any joint venture, is subject to, or has any commitment to become a party to or subject to, any off off-balance sheet partnership or any similar Contract, Contract (including any Contract or arrangement contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under of the Exchange Securities Act) where the result), purpose and including similar collaboration, participation or effect of such Contract off-set arrangements or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statementsobligations).

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company PubCo and its consolidated Subsidiaries included in the Company PubCo SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly presented in all material respects the consolidated financial position of the Company PubCo and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements statements, to normal year-end adjustments and the absence of notes). PubCo maintains and since January 1, 2023, has maintained disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed and reasonably effective to ensure that would notall information (both financial and non-financial) relating to the PubCo Entities and their respective Subsidiaries required to be disclosed in PubCo’s periodic reports under the Exchange Act is made known to the PubCo’s principal executive officer and its principal financial officer by others within the PubCo Entities or any of their respective Subsidiaries, individually or and such disclosure controls and procedures are effective in timely alerting the PubCo’s principal executive officer and its principal financial officer to such information required to be included in the aggregate, be material to PubCo’s periodic reports required under the Company and its Subsidiaries, taken as a whole). (b) The Company has established and Exchange Act. PubCo maintains a system of “internal control over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is reasonably sufficient (i) to provide reasonable assurance (A) that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAPGAAP consistently applied, (iiB) receipts and expenditures that transactions are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iiiC) any regarding prevention or timely detection of the unauthorized useacquisition, acquisition use or disposition of the CompanyPubCo’s properties or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to could have a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X)effect on the financial statements, identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) such that all such material information is accumulated and communicated to the Company’s its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect Act. From January 1, 2023, until the date of this Agreement, PubCo has disclosed to such reports. (d) Neither PubCo’s auditors and the audit committee of the PubCo Board and made available to the Company prior to the date of this Agreement (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect PubCo’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information in any material respect, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the PubCo internal controls, in each case, if any. From January 1, 2023, until the date of this Agreement, to the Knowledge of PubCo, neither PubCo nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of PubCo or its Subsidiaries or their respective internal accounting controls. (b) There are no off-balance sheet arrangements to which the PubCo Entities or any of their respective Subsidiaries is a party to, is subject to, or has of any commitment type required to become a party be disclosed in the PubCo SEC Reports pursuant to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the PubCo SEC Reports. (c) To the Knowledge of PubCo, PubCo’s independent registered accounting firm has at all times since the date PubCo became subject to the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “Independent” with respect to PubCo within the meaning of Regulation S-X under the Exchange Act; and (iii) where in compliance with subsections (g) through (l) of Section 10A of the resultExchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) There have been no formal investigations regarding financial reporting or accounting policies and practices discussed with, purpose reviewed by or effect initiated at the direction of such Contract the chief executive officer, chief financial officer, principal accounting officer or arrangement is to avoid disclosure general counsel of any material transaction involving, or material liabilities ofPubCo, the Company PubCo Board or any committee thereof, other than ordinary course audits or reviews of its Subsidiaries in accounting policies and practices or internal controls required by the Company ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Each director and executive officer of PubCo has filed with the SEC Documents or in on a timely basis all statements required by Section 16(a) of the Company’s or such Subsidiary’s published financial statementsExchange Act and the rules and regulations promulgated thereunder. PubCo has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Financial Statements; Internal Controls. (a) The audited Company’s consolidated financial statements and unaudited consolidated interim financial statements of the Company included (including, in each case, any notes thereto) contained in the Company SEC Documents Reports, were or will be prepared (i) complied in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required under the rules of the SEC to be in compliance with GAAP) and (ii) to comply as to form, as of their respective date of filing dates with the SEC, in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and in each case such consolidated financial statements fairly presented, in all material respects, the consolidated financial position, results of operations, changes in stockholder equity and cash flows of the Company and the consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods covered thereby (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (exceptsubject, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would notwhich were not and which are not expected to be, individually or in the aggregate, be material to the Company and its Subsidiaries, consolidated Company Subsidiaries taken as a whole). (b) Neither the Company nor any of the Company Subsidiaries has any material liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (including any notes thereto) and (ii) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2008 or in connection with this Agreement and the Transaction. (c) The Company has established maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that ). Such internal control over financial reporting is sufficient designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes 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, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, (ii) and that receipts and expenditures of the Company are executed being made only in accordance with authorizations of management and directors of the Company’s management and directors, and (iii) any provide reasonable assurance regarding prevention or timely detection of unauthorized useacquisition, acquisition use or disposition of the Company’s or its Subsidiaries’ assets that would materially could have a material effect on its financial statements. (d) The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there information and has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in for the Company’s, or its Subsidiaries’, design or operation ’s auditors and audit committee of the Company Board any material weaknesses in internal controls, control over financial reporting and (ii) to the Knowledge of the Companyany fraud, illegal act whether or fraud not material, that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls control over financial reporting (nor has reporting. Since December 31, 2005, no material complaints, allegation, assertion or claim, whether written or oral from any such deficiencysource regarding accounting, weakness internal accounting controls or fraud auditing matters, and no concerns from the Company employees regarding questionable accounting or auditing matters, have been identified) or (iii) to the Knowledge of received by the Company. No attorney representing the Company or any Company Subsidiary, claim whether or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed not employed by the Company in or any Company Subsidiary, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the reports that it files Company or submits under the Exchange Act is recordedany of its officers, processeddirectors, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated employees or agents to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make chief legal officer, audit committee (or other committee designated for the certifications of the principal executive officer and principal financial officer purpose) of the Company required Board or the Company Board pursuant to the rules adopted under the Exchange Act and Sections 302 and 906 Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reportsAct. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Schedule 2.6(a) includes (i) complied as to form, the audited consolidated and individual balance sheets and statements of income of the Companies as of their respective filing dates and for the calendar years ended December 31, 2014, 2015 and 2016; and (ii) unaudited consolidated and individual balance sheets and statements of income of the Companies as of and for the eleven (11) months ended November 30, 2017 (the “Financial Statements”) prepared from the books and records of the Companies as of, and for the period ended on, such date and prepared in accordance with IFRS and Spanish GAAP. Except as set forth in the notes thereto, the Financial Statements have been prepared in accordance with and is consistent with the SECbooks and records of the Companies, and present fairly, in all material respects with respects, the applicable accounting requirements and the published rules and regulations of the SEC with respect theretoassets, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (exceptliabilities, in the case of unaudited business condition, financial statementsposition, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the Companies as at the dates and for the periods presented therein (subject to normal recurring year-end adjustments indicated therein. All books, records and accounts of the Companies have been maintained in accordance with good business practice and all applicable Laws. Except as listed on Schedule 2.6(a), the case Companies have no accounts payable that are outstanding as of the date hereof and the Closing Date, as applicable, beyond the applicable due date for the arrangement underlying such payable and no extension of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)applicable due date has been granted. (b) The Company has established Companies maintain accurate books and records reflecting their assets and liabilities and maintains a system of proper and adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 accounting controls customary for similarly structured companies of the Exchange Act that is sufficient to size and nature of the Companies which provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements in conformity with GAAPof the Companies and to maintain accountability for the Companies’ assets, (iiiii) receipts and expenditures are executed access to assets of the Companies is permitted only in accordance with authorizations management’s authorization, (iv) the reporting of assets of the Company’s management and directorsCompanies is compared with existing assets at regular intervals, and (iiiv) any unauthorized useaccounts, acquisition or disposition of notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in collection thereof on a current and timely mannerbasis. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “Companies maintain disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act procedures that are designed and maintained effective to ensure that (i) all material information (both financial and non-financial) required to be disclosed by concerning the Company in the reports that it files or submits under the Exchange Act Companies is recorded, processed, summarized and reported made known on a timely basis to the individuals responsible for preparing such reports within the time periods specified in the rules and forms preparation of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published Companies’ financial statements.

Financial Statements; Internal Controls. (a) The There have been made available to Buyer true, correct and complete copies of (i) the audited consolidated annual statutory financial statements (including the notes, exhibits or schedules thereto and unaudited consolidated interim financial statements any affirmations or certificates filed therewith) of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with and for the SECyears ended December 31, in all material respects with the applicable accounting requirements 2009 and the published rules 2008 and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved unaudited statutory quarterly financial statements (exceptincluding the notes, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), exhibits or schedules thereto and (iiiany affirmations or certificates filed therewith) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company as of and its consolidated Subsidiaries for the quarters ended March 31, 2010 and June 30, 2010, in each case, as filed with the Nebraska Department of Insurance, and Seller shall deliver to Buyer pursuant to Section 4.6(b) true, correct and complete copies of such unaudited quarterly statutory statements as of the dates thereof end of and their consolidated results of operations for all fiscal quarters after June 30, 2010 and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material prior to the Company and its SubsidiariesClosing Date as are filed with the Nebraska Department of Insurance (collectively, taken as a wholethe “Statutory Statements”). (b) The Statutory Statements have each been prepared (or will be prepared) in accordance with statutory accounting principles prescribed or permitted by the State of Nebraska (“SAP”) applied on a consistent basis and each present (or will present) fairly in all material respects the financial position of the Company at the date of each such statement and the results of the Company’s operations for each such referenced period. Further, the exhibits and schedules included in the Statutory Statements are fairly stated in all material respects in relation to the Company and the Statutory Statements comply in all material respects with applicable regulatory requirements. (c) There have been made available to Buyer true, correct and complete copies of the audited annual GAAP financial statements of the Company and each of the Separate Accounts consisting of the balance sheet and the related statements of operations, comprehensive income (loss), shareholder’s equity, and cash flows (including the notes, exhibits or schedules thereto) as of and for the years ended December 31, 2009 and 2008, and Seller shall deliver to Buyer pursuant to Section 4.6(b) and Section 4.15(a) true, correct and complete copies of the GAAP financial reports and statements specified therein (collectively, the “GAAP Statements”). (d) Except as noted on Schedule 2.5, the GAAP Statements have each been prepared (or will be prepared) in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis and each of the GAAP Statements described in Section 2.5(c) present (or will present) fairly in all material respects the financial position of the Company or a Separate Account, as applicable, at the date of each such statement and the results of the Company’s or such Separate Account’s operations, as applicable, for each such referenced period. Further, the exhibits and schedules included in the GAAP Statements are fairly stated in all material respects in relation to the Company or such Separate Account, as applicable. (e) With respect to periods prior to Closing, the Company has established and maintains a system maintained systems of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under accounting controls with respect to the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is Business sufficient to provide reasonable assurance assurances that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAPSAP and GAAP and to maintain proper accountability for items, (iiiii) receipts and expenditures are executed access to its Assets is permitted only in accordance with authorizations of the Companymanagement’s management and directors, general or specific authorization and (iiiiv) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company recorded accountability for items is compared with actual levels at reasonable intervals and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act appropriate action is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act taken with respect to such reportsany differences. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements (including all related notes and schedules) of the Company and its consolidated Subsidiaries included or incorporated by reference in the Company SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements that would notstatements, to normal year-end adjustments, none of which are, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholematerial). (b) No material weaknesses exist with respect to the internal control over financial reporting of the Company that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC that have not been disclosed in the Company SEC Reports as filed with or furnished to the SEC prior to the date hereof. The Company has established and maintains a system of disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules Rule 13a-15 and 15d-15 of under the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or and submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC’s rules and forms of forms, including that information required to be disclosed by the SEC Company in the reports that it files and (ii) all such information submits under the Exchange Act is accumulated and communicated to management of the Company’s management , as appropriate appropriate, to allow timely decisions regarding required disclosure disclosure. The Company has disclosed, based on its most recent evaluation, to the Company’s outside auditors and to make the certifications of the principal executive officer and principal financial officer audit committee of the Company required under Board, (A) all significant deficiencies and material weaknesses in the Exchange Act and Sections 302 and 906 design or operation of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect internal control over financial reporting which are reasonably likely to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined adversely affect in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involvingrespect the Company’s ability to record, process, summarize and report financial data and (B) any fraud, whether or material liabilities ofnot material, the Company that involves management or any of its Subsidiaries in the Company SEC Documents or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has provided or made available to Parent true and complete copies of any such Subsidiarydisclosure contemplated by clauses (A) and (B) of the immediately preceding sentence made by management to the Company’s published financial statementsindependent auditors and the audit committee of the Company Board since January 1, 2012.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements Audited Financial Statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Unaudited Financial Statements (i) complied as to formform with the published rules and regulations of the SEC applicable thereto, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Acquired Companies as of the dates thereof and their consolidated results of operations and cash flows of the Acquired Companies as of the dates or for the periods presented therein (subject subject, in the case of the Unaudited Financial Statements, to normal recurring year-end adjustments in and the case absence of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholenotes). (b) The Company maintains, and since January 1, 2017 has established and maintains maintained, a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient designed to provide reasonable assurance that regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP, 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; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) GAAP and that receipts and expenditures are executed being made only in accordance with authorizations of the Company’s management and directors, the Company Board; and (iii) any provide reasonable assurance regarding prevention or timely detection of unauthorized useacquisition, acquisition use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s or its Subsidiaries’ assets that would materially affect management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial statements would be prevented, or detected, reporting in a timely manner. Since compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 20172019, there has not been any and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective and disclosed to the Company’s independent public accounting firm and audit committee of the Company Board (i) material weaknesses, or all significant deficiencies that and material weaknesses in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controlscontrol over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) to the Knowledge of the Companyany fraud, illegal act whether or fraud not material, that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls control over financial reporting. Since December 31, 2019, neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm, has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of such internal control over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) utilized by the Company that would reasonably be expected to be adverse to the Knowledge Company’s ability to record, process, summarize and report financial information and any fraud, whether or not material, that involves management or other employees of the Acquired Companies who have a significant role in the Company, claim or allegation (in each case, made in writing) of any of the foregoing’s internal control over financial reporting. (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure provide reasonable assurance that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Since January 1, 2017, the Company nor has not received any material written complaint, allegation, assertion or claim, or, to the Company’s Knowledge, oral complaint, allegation, assertion or claim, in each case, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contractinternal accounting controls, including any Contract material complaint, allegation, assertion or arrangement relating to any transaction or relationship between or among claim that the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose has engaged in questionable accounting or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statementsauditing practices.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements (including all related notes and schedules) of the Company it and its consolidated Subsidiaries included or incorporated by reference in the Company its SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly present in all material respects the consolidated financial position of the Company it and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements that would notstatements, to normal year-end adjustments, none of which are, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholematerial). (b) The Company No material weaknesses exist with respect to its internal control over financial reporting that would be required to be disclosed pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC that have not been disclosed in its SEC Reports as filed with or furnished to the SEC prior to the date hereof. It has established and maintains a system of disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules Rule 13a-15 and 15d-15 of under the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company it in the reports that it files or and submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC’s rules and forms of forms, including that information required to be disclosed by it in the SEC reports that it files and (ii) all such information submits under the Exchange Act is accumulated and communicated to the Company’s management its management, as appropriate appropriate, to allow timely decisions regarding required disclosure. It has disclosed, based on its most recent evaluation, to its outside auditors and the audit committee of its board of directors: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal control over financial reporting. It has provided or made available to the other party true and complete copies of any such disclosure contemplated by clauses (i) and to make the certifications (ii) of the principal executive officer immediately preceding sentence made by management to its independent auditors and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company nor any audit committee of its Subsidiaries is a party toBoard since January 1, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements2012.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements Attached as Section 5.9(a) of the Company included in the Company SEC Documents Disclosure Letter are: true and complete copies of (i) complied as to formthe audited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of their respective filing dates and for the years ended December 31, 2020, December 31, 2019, and December 31, 2018, together with the SECauditor’s reports thereon (collectively, in all material respects the “IAS Financial Statements” and together with the applicable accounting requirements PCAOB Financial Statements, when delivered pursuant to Section 8.3, the “Audited Financial Statements”) and the published rules and regulations of the SEC with respect thereto, (ii) were prepared the unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in accordance with GAAP applied on a consistent basis during equity and cash flows of the periods involved (except, in the case Company and its Subsidiaries as of unaudited financial statements, and for the absence three-month period ending March 31, 2021 (the “Q1 Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). (b) Except as set forth on Section 5.9(b) of footnotesthe Company Disclosure Letter, none of which, if presented, would materially differ from those in the audited financial statements), and Financial Statements (iiii) fairly presented (except as may be indicated in the notes thereto) present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as at the respective dates thereof, and the consolidated results of the dates thereof their operations, their consolidated incomes, their consolidated changes in equity and their consolidated results of operations and cash flows for the respective periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements that would notthe Q1 Financial Statements, individually or to normal year-end adjustment and the absence of footnotes), (ii) were prepared in conformity with IFRS applied on a consistent basis during the periods involved (except as may be indicated in the aggregatenotes thereto and subject, be in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material to respects with, the books and records of the Company and its Subsidiariesconsolidated Subsidiaries and (iv) in the case of the Updated Financial Statements when delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.3, taken will comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as a whole)of the respective dates thereof. (bc) The Pro Forma Financial Statements will, when provided, present fairly in all material respects the information shown therein and will have been compiled on a basis consistent with that of the Financial Statements. The assumptions, information and data used in the preparation of such Pro Forma Financial Statements are reasonably believed by the Company to be reasonable in light of current conditions and facts known to the Company, the pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Pro Forma Financial Statements. (d) Neither the Company nor any director or officer of the Company nor or any of its Subsidiaries, to the knowledge of the Company, any independent auditor of the Company or its Subsidiaries, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or any of its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that accounting controls which is reasonably 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 GAAPIFRS and to maintain asset accountability, (iiiii) receipts and expenditures are executed access to assets is permitted only in accordance with authorizations 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. The books and records of the Company’s management and directorsCompany have been, and are being, maintained in all material respects in accordance with IFRS and any other applicable legal and accounting requirements. (iiif) any unauthorized useThe Company Board would, acquisition or disposition as of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not date hereof and assuming all Company Preferred Shares had been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount converted to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) Company Ordinary Shares prior to the Knowledge of the Companydate hereof, illegal act or fraud that involves management or other employees be able to give a solvency statement in relation to each of the Company and its Subsidiaries who have a significant role the Surviving Company in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge accordance with Section 215I and Section 215J of the CompanySingapore Companies Act, claim or allegation (in each caserespectively, made in writing) to effect the Amalgamation, and the Company is not aware of any of fact, matter or circumstance that has occurred or is reasonably expected to occur which would render the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained Board unable to ensure that (i) all information (both financial and non-financial) give such solvency statement when required to be disclosed by do so in connection with the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reportsAmalgamation. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Parent included in the Company SEC Documents Parent Reports (collectively, the “Parent Financial Statements”) (i) complied as to form, as of their respective filing dates with the SEC, form in all material respects with the applicable accounting requirements and and, as appropriate, the published rules and regulations of the SEC with respect theretothereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) in all material respects fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated condition, results of operations and cash flows of the Parent as of the respective dates thereof and for the periods presented therein referred to therein, and (subject to normal recurring year-end adjustments in iv) are consistent with the case books and records of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)Parent. (b) The Company Parent has established designed and maintains a system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that assurances regarding the reliability of financial reporting for the Parent and its Subsidiaries. The Parent (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established designed and maintains “disclosure controls and procedures” procedures (as defined in Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to reasonably ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC’s rules and forms of the SEC and (ii) all such information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed to make the certifications Parent’s auditors and the Board of Directors of the principal Parent (and made summaries of such disclosures available to Parent) (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal controls over financial reporting. The Parent is in compliance in all material respects with all effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Neither the Parent nor any Subsidiary nor, to the knowledge of the Parent, any director, officer, auditor, accountant or representative of the Parent or any Subsidiary has received or otherwise had or obtained knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Parent or any Subsidiary has engaged in questionable accounting or auditing practices. No current or former attorney representing the Parent or any Subsidiary has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Parent or any Subsidiary, or any of their respective officers, directors, employees or agents, to the current Board of Directors of the Parent or any committee thereof or to any current director or executive officer and principal financial officer of the Company required under Parent. (d) To the Exchange Act and Sections 302 and 906 knowledge of the Parent, no employee of the Parent or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) by the Parent or any Subsidiary. Neither the Company Parent nor any Subsidiary nor, to the knowledge of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject tothe Parent, any off balance sheet partnership director, officer, employee, contractor, subcontractor or agent of the Parent or any similar ContractSubsidiary, including has discharged, demoted, suspended, threatened, harassed or in any Contract or arrangement relating to any transaction or relationship between or among other manner discriminated against an employee of the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, Parent or any “off balance sheet arrangements” (as defined Parent Subsidiary in Item 303(a) the terms and conditions of Regulation S-K under the Exchange Act) where the result, purpose or effect employment because of any lawful act of such Contract or arrangement is to avoid disclosure employee described in Section 806 of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Financial Statements attached to Schedule 3.12 (i) complied as to formhave been prepared based on the books and records of PPPI, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements PPP International and the published rules and regulations of the SEC with respect theretovariable interest entities described therein, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) present fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries PPPI as of the dates thereof designated therein and their consolidated the results of operations and cash flows for the periods presented therein designated therein, (subject to normal recurring year-end adjustments iii) were prepared in accordance with GAAP subject, in the case of any the unaudited interim financial statements that would notstatements, individually or to normal recurring year end audit adjustments and the absence of footnotes and (iv) are in a form (including with respect to the reports thereon of the Target Auditor) acceptable for inclusion and/or incorporation by reference in the aggregate, be material to reports and registration statements filed by PSI with the Company and its Subsidiaries, taken as a whole)SEC. (b) The Each Seller Company has established maintains accurate books and records reflecting its assets and liabilities and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act adequate accounting controls that is sufficient to provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of PPPI in conformity accordance with GAAPGAAP and to maintain accountability for PPPI’s consolidated assets, (iii) access to PPPI’s assets is permitted only in accordance with management’s authorization, (iv) adequate procedures are implemented to effect the collection of all accounts, notes and other receivables on a timely basis and (v) there are adequate procedures in place regarding the prevention or timely detection of unauthorized acquisition, use or disposition of PPPI’s assets. (c) Except as set forth on Schedule 3.12, since January 1, 2010, none of PPPI or PPPI’s independent accountants or PPPI’s Board of Directors has received any oral or written notification of any (i) significant deficiency in the internal controls over financial reporting of PPPI, (ii) receipts and expenditures are executed only material weakness in accordance with authorizations the internal controls over financial reporting of the Company’s management and directors, and PPPI or (iii) any unauthorized usefraud, acquisition whether or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be preventednot material, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries PPPI who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingPPPI. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements Audited Financial Statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Unaudited Financial Statements (i) complied as to formform with the published rules and regulations of the SEC applicable thereto, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated the results of operations and cash flows of the Company as of the dates or for the periods presented therein (subject subject, in the case of the Unaudited Financial Statements, to normal recurring year-end adjustments in (the case effect of any unaudited interim financial statements that which would notnot be material, individually or in the aggregate) and the absence of notes (which notes, be if presented, would not differ materially from those presented in the Audited Financial Statements). As of the date hereof, there are no material changes to the Company and its SubsidiariesUnaudited Financial Statements. As of September 30, taken as a whole)2018, the Company’s cash balance was approximately $70 million. (b) The Company maintains, and since September 30, 2015 has established and maintains maintained, a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient designed to provide reasonable assurance that regarding the reliability of the Company’s financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP, 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; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) GAAP and that receipts and expenditures are executed being made only in accordance with authorizations of the Company’s management and directors, the Board of Directors; and (iii) any provide reasonable assurance regarding prevention or timely detection of unauthorized useacquisition, acquisition use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s or its Subsidiaries’ assets that would materially affect management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial statements would be prevented, or detected, reporting in a timely manner. Since December 31compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended September 30, 2017, there has not been any and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective and disclosed to the Company’s independent public accounting firm and audit committee of the Company Board (i) material weaknesses, or all significant deficiencies that and material weaknesses in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controlscontrol over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) to the Knowledge of the Companyany fraud, illegal act whether or fraud not material, that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls control over financial reporting. Since September 30, 2015, neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of such internal control over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) utilized by the Company that would reasonably be expected to be adverse to the Knowledge Company’s ability to record, process, summarize and report financial information and any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. Each of the Company, claim or allegation (in each case, made in writing) of any ’s chief executive officer and chief financial officer believe they will be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the foregoingSarbanes Oxley Act, without qualification, when next due. (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure provide reasonable assurance that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Since September 30, 2015, to the Company’s Knowledge, the Company nor has not received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contractinternal accounting controls, including any Contract material complaint, allegation, assertion or arrangement relating to any transaction or relationship between or among claim that the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose has engaged in questionable accounting or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statementsauditing practices.

Financial Statements; Internal Controls. (a) The Attached as Schedule 4.5(a) are the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included Liquid Finishing Business as of December 31, 2010, 2011, 2012 and 2013 and for the years then ended (collectively, the “Audited Annual Financial Statements”). Except as disclosed in Schedule 4.5(a), all of the Company SEC Documents (i) complied as to form, Audited Annual Financial Statements have been prepared from the books and records of Sellers and the Acquired Subsidiaries in accordance with GAAP consistently applied and fairly present in all material respects the financial condition of the Liquid Finishing Business as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations results of its operations for the periods covered thereby. (b) Attached as Schedule 4.5(b) are the unaudited financial statements of the SEC with respect theretoLiquid Finishing Business as of March 31, 2014 and for the three-month period then ended (ii) were the “Latest Financial Statements”). Except as set forth on Schedule 4.5(b), the Latest Financial Statements have been prepared in accordance with GAAP applied on and in all material respects in a manner consistent basis during with the periods involved (except, Audited Annual Financial Statements. Subject to the foregoing and otherwise except as disclosed in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statementsSchedule 4.5(b), and (iii) the Latest Financial Statements fairly presented (except as may be indicated in the notes thereto) present in all material respects the consolidated financial position condition of the Company and its consolidated Subsidiaries Liquid Finishing Business as of March 31, 2014 and the dates thereof and their consolidated results of its operations and cash flows for the periods presented therein (subject to normal recurring yearthree-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)month period then ended. (bc) The Company has established and maintains a Sellers’ system of internal control controls over financial reporting (as defined with respect to the Liquid Finishing Business and the Acquired Subsidiaries’ system of internal controls over financial reporting are sufficient in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, ; (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directors, management; and (iii) any regarding prevention or timely detection of the unauthorized acquisition, use, acquisition or disposition of the Company’s or its Subsidiaries’ their assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published their financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Reports (i) complied comply as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, for as permitted by the absence of footnotes, none of which, if presented, would materially differ from those in SEC on Form 10-Q under the audited financial statementsExchange Act), and (iii) fairly presented present (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined is reasonably sufficient in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) any regarding prevention or timely detection of the unauthorized useacquisition, acquisition use or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, statements. No “significant deficiency” or detected, “material weakness” was identified in a timely manner. Since management’s assessment of internal controls as of December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting 2006 (nor has any such deficiency, deficiency or weakness or fraud since been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained effective to ensure provide reasonable assurance that (i) all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2006, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in the Company’s internal controls over financial reporting. (e) The audit committee of the Company Board includes an Audit Committee Financial Expert, as defined by Item 407(d)(5) of Regulation S-K. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal executive officer, principal financial officer, principal accounting officer and Sections 302 and 906 controller, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Purchaser and its consolidated Subsidiaries included in the Company Purchaser SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP International Financial Reporting Standards (“IFRS”) applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented consistently (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly presented in all material respects the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries as of the dates thereof of such financial statements and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements statements, to regular year-end adjustments and the absence of notes). Since January 1, 2021, Purchaser maintains and has maintained disclosure controls and procedures as defined in Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed and reasonably effective to ensure that would not, individually all information (both financial and non-financial) relating to Purchaser and its Subsidiaries required to be disclosed in Purchaser’s periodic reports under the Exchange Act is made known to Purchaser’s principal executive officer and its principal financial officer by others within Purchaser or in the aggregate, be material to the Company and any of its Subsidiaries, taken as a whole). (b) The Company has established and such disclosure controls and procedures are effective in timely alerting Purchaser’s principal executive officer and its principal financial officer to such information required to be included in Purchaser’s periodic reports required under the Exchange Act. Purchaser maintains a system of “internal control over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is reasonably sufficient (A) to provide reasonable assurance (1) that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAPIFRS consistently applied, (ii2) receipts and expenditures that transactions are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii3) any regarding prevention or timely detection of the unauthorized useacquisition, acquisition use or disposition of the CompanyPurchaser’s properties or its Subsidiaries’ assets that would materially affect could have a material effect on the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (iiB) such that all such material information is accumulated and communicated to the Company’s its management as appropriate to allow timely decisions regarding required disclosure disclosure. From January 1, 2021, until the date of this Agreement, Purchaser has disclosed to Purchaser’s auditors and to make the certifications audit committee of the principal executive officer Purchaser Board and principal made available to the Company and the Sellers before the date of this Agreement (x) all significant deficiencies and material weaknesses in the design or operation of internal control over financial officer reporting which are reasonably likely to adversely affect Purchaser’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information in any material respect and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser internal control over financial reporting. From January 1, 2021, until the date of this Agreement, to the Knowledge of Purchaser, neither Purchaser nor any of its Subsidiaries has received any written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies, or methods of Purchaser or its Subsidiaries or their respective internal accounting controls. (b) Except as set forth in Section 4.10(b) of the Company required under Purchaser Disclosure Schedule, there are no off-balance sheet arrangements to which Purchaser or any of its Subsidiaries is a party. (c) To the Exchange Act and Sections 302 and 906 Knowledge of Purchaser, Purchaser’s independent registered accounting firm has at all times since the date Purchaser became subject to the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “Independent” concerning Purchaser within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with respect to such reportssubsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board under the Exchange Act. (d) Neither the Company nor any of its Subsidiaries is a party toThere have been no formal investigations regarding financial reporting or accounting policies and practices discussed with, is subject toreviewed by, or has any commitment to become a party to initiated at the direction of the chief executive officer, chief financial officer, principal accounting officer, general counsel, or subject tosimilar officer of Purchaser, any off balance sheet partnership the Purchaser Board or any similar Contractcommittee of the Purchaser Board, including any Contract other than ordinary course audits or arrangement relating reviews of accounting policies and practices or internal control over financial reporting required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Purchaser has not been and is not currently determined to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any be a “off balance sheet arrangementsshell company” (as defined in Item 303(a) of Regulation S-K Rule 12b-2 promulgated under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Siebel included in the Company Siebel SEC Documents (i) complied as to form, as of their respective filing dates with the SECfairly present, in all material respects conformity with generally accepted accounting principles in the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, United States (ii“GAAP”) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects ), the consolidated financial position of the Company Siebel and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Siebel’s system of internal control controls over financial reporting (as defined are reasonably sufficient in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directors, and (iii) any regarding prevention or timely detection of the unauthorized useacquisition, acquisition use or disposition of the CompanySiebel’s or its Subsidiaries’ assets that would materially affect the CompanySiebel’s financial statements would be prevented, statements. No significant deficiency or detected, material weakness was identified in a timely manner. Since management’s assessment of internal controls as of December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting 2004 (nor has any such deficiency, deficiency or weakness or fraud been identified) or (iii) to identified between that date and the Knowledge date of the Company, claim or allegation (in each case, made in writing) of any of the foregoingthis Agreement). (c) The Company has established and maintains Siebel’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that 1▇▇▇ ▇▇▇) are reasonably designed and maintained to ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company Siebel in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the CompanySiebel’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company Siebel required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 1934 Act with respect to such reports. (d) Neither Since the Company date of their last certification filed with the SEC, neither the chief executive officer nor the chief financial officer of Siebel has become aware of any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in Siebel’s internal controls over financial reporting. (e) The audit committee of its Subsidiaries is a party tothe Board of Directors of Siebel includes an Audit Committee Financial Expert, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in by Item 303(a401(h)(2) of Regulation S-K under the Exchange ActK. (f) where the resultSiebel has adopted a code of ethics, purpose as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or effect of such Contract or arrangement is to avoid disclosure of any material transaction involvingprincipal accounting officer, or material liabilities ofpersons performing similar functions. Siebel has promptly disclosed any change in or waiver of Siebel’s code of ethics with respect to any such persons, as required by Section 406(b) of SOX. To the Company or Knowledge of Siebel, there have been no violations of provisions of Siebel’s code of ethics by any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Parent and its consolidated Subsidiaries included in the Company Parent SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly presented in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements statements, to normal year-end adjustments and the absence of notes). Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed and reasonably effective to ensure that would notall information (both financial and non-financial) relating to the Parent Entities and their respective Subsidiaries required to be disclosed in Parent’s periodic reports under the Exchange Act is made known to the Parent’s principal executive officer and its principal financial officer by others within the Parent Entities or any of their respective Subsidiaries, individually or and such disclosure controls and procedures are effective in timely alerting the Parent’s principal executive officer and its principal financial officer to such information required to be included in the aggregate, be material to Parent’s periodic reports required under the Company and its Subsidiaries, taken as a whole). (b) The Company has established and Exchange Act. Parent maintains a system of “internal control over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient reasonably designed (i) to provide reasonable assurance (A) that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAPGAAP consistently applied, (iiB) receipts and expenditures that transactions are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iiiC) any regarding prevention or timely detection of the unauthorized useacquisition, acquisition use or disposition of the CompanyParent’s properties or its Subsidiaries’ assets that would materially affect could have a material effect on the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) such that all such material information is accumulated and communicated to the Company’s its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and pursuant to Sections 302 and 906 of SOX. From January 1, 2018 until the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect date of this Agreement, Parent has disclosed, based on the most recent evaluation of its principal executive officer and its principal financial officer prior to such reports. (d) Neither the date of this Agreement, to Parent’s auditors and the audit committee of the Parent Board and made available to the Company prior to the date of this Agreement (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Parent’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information in any material respect and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent internal controls, in each case, if any. From January 1, 2018 until the date of this Agreement, to the Knowledge of Parent, neither Parent nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its Subsidiaries or their respective internal accounting controls. (b) There are no off-balance sheet arrangements to which the Parent Entities or any of their respective Subsidiaries is a party to, is subject to, or has of any commitment type required to become a party be disclosed in the Parent SEC Reports pursuant to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a303(a)(4) of Regulation S-K promulgated under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries Securities Act that have not been so described in the Company Parent SEC Documents or in the Company’s or such Subsidiary’s published financial statementsReports.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements (including all related notes and schedules) of the Company it and its consolidated Subsidiaries included or incorporated by reference in the Company its SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly present in all material respects the consolidated financial position of the Company it and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements that would notstatements, to normal year-end adjustments, none of which are, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholematerial). (b) The Company No material weaknesses exist with respect to its internal control over financial reporting that would be required to be disclosed pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC that have not been disclosed in its SEC Reports as filed with or furnished to the SEC prior to the date hereof. It has established and maintains a system of disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules Rule 13a-15 and 15d-15 of under the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company it in the reports that it files or and submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC’s rules and forms of forms, including that information required to be disclosed by it in the SEC reports that it files and (ii) all such information submits under the Exchange Act is accumulated and communicated to the Company’s management its management, as appropriate appropriate, to allow timely decisions regarding required disclosure. It has disclosed, based on its most recent evaluation, to its outside auditors and the audit committee of its board of directors: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal control over financial reporting. It has provided or made available to Parent and Merger Sub true and complete copies of any such disclosure contemplated by clauses ‎(i) and to make the certifications ‎(ii) of the principal executive officer immediately preceding sentence made by management to its independent auditors and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company nor any audit committee of its Subsidiaries is a party toBoard since January 1, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements2012.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company PubCo and its consolidated Subsidiaries, if any, included in the Company PubCo SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP International Financial Reporting Standards(“IFRS”), applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly presented in all material respects the consolidated financial position of the Company PubCo and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements statements, to normal year-end adjustments and the absence of notes). PubCo maintains and since July 29, 2022, has maintained disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that would not, individually or in the aggregate, be material all information (both financial and non-financial) relating to the Company PubCo Entities and their respective Subsidiaries required to be disclosed in PubCo’s periodic reports under the Exchange Act is made known to the PubCo’s principal executive officer and its principal financial officer by others within the PubCo Entities or any of their respective Subsidiaries, taken as a whole). (b) The Company has established and such disclosure controls and procedures are reasonably effective in timely alerting the PubCo’s principal executive officer and its principal financial officer to such information required to be included in PubCo’s periodic reports required under the Exchange Act. PubCo maintains a system of “internal control over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is reasonably sufficient (i) to provide reasonable assurance (A) that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAPIFRS consistently applied, (iiB) receipts and expenditures that transactions are executed only in accordance with authorizations the authorization of management and (C) regarding prevention or timely detection of the Company’s management and directorsunauthorized acquisition, and (iii) any unauthorized use, acquisition use or disposition of the CompanyPubCo’s properties or its Subsidiaries’ assets that would materially affect could have a material effect on the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) such that all such material information is accumulated and communicated to the Company’s its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. From July 29, 2022 until the date of this Agreement, PubCo has disclosed to PubCo’s auditors and the audit committee of the PubCo Board and made available to the Company prior to the date of this Agreement (x) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect PubCo’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information in any material respect and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the PubCo internal controls, in each case, if any. From July 29, 2022 until the date of this Agreement, to the Knowledge of PubCo, neither PubCo nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of PubCo or its Subsidiaries or their respective internal accounting controls. (b) There are no off-balance sheet arrangements to which the PubCo Entities or any of their respective Subsidiaries is a party of any type required to be disclosed in the PubCo SEC Reports pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the PubCo SEC Reports. (c) To the Knowledge of PubCo, PubCo’s independent registered accounting firm has at all times since the date PubCo became subject to the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), (ii) “Independent” with respect to such reportsPubCo within the meaning of Regulation S-X under the Exchange Act, and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board (“PCAOB”) thereunder. (d) Neither There have been no formal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the Company nor any direction of its Subsidiaries is a party tothe chief executive officer, is subject tochief financial officer, principal accounting officer or has any commitment to become a party to or subject togeneral counsel of PubCo, any off balance sheet partnership the PubCo Board or any similar Contractcommittee thereof, including any Contract other than ordinary course audits or arrangement relating to any transaction reviews of accounting policies and practices or relationship between or among internal controls required by the Company S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Each director and any executive officer of its Subsidiaries, PubCo has filed with the SEC on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(aa timely basis all statements required by Section 16(a) of Regulation S-K under the Exchange Act and the rules and regulations promulgated thereunder. PubCo has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is reasonably sufficient in all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) that any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, detected or detected, prevented in a timely manner. Since There were no significant deficiencies or material weaknesses identified in management’s assessment of internal controls as of and for the year-ended December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting 2010 (nor has any such deficiency, deficiency or weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingidentified since such date). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 with respect to such reports. (d) Since January 1, 2008, neither the principal executive officer nor the principal financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in the Company’s internal controls over financial reporting. (e) The audit committee of the Company Board includes an Audit Committee Financial Expert, as defined by Item 407(d)(5)(ii) of Regulation S-K. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any Knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including any related notes thereto) included or incorporated by reference in the Company SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SECSEC (or, if such Company SEC Reports were amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the consolidated financial statements that are amended or restated therein), complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during (except as may be indicated in the periods involved (exceptnotes to those financial statements, as permitted by Regulation S-X or, in the case of unaudited financial statements, for as permitted by Form 10-Q under the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements)Exchange Act, and except that the unaudited statements may not contain certain footnotes and are subject to normal, recurring audit adjustments); and (iii) fairly presented (except as may be indicated in the notes theretothereto and subject in the case of unaudited statements to normal, recurring year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their the consolidated results statements of operations and comprehensive income, cash flows and stockholders’ equity for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)indicated. (b) Since December 31, 2013, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes thereto. (c) Since December 31, 2013, neither the Company nor any Representative of the Company has received any material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as defined in within the meaning of Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) as required by Rules Rule 13a-15 and 15d-15 of under the Exchange Act Act. Such disclosure controls and procedures are designed to ensure that is sufficient information required to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role disclosed in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the periodic reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods, and that all such information is communicated to the individuals responsible for preparing such reports within the time periods specified in the rules and forms preparation of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate filings with the SEC to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of disclosure. Since December 31, 2013, neither the Company required under nor the Exchange Act Company’s independent registered public accounting firm, has identified (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s or any of its Subsidiaries’ ability to record, process, summarize and Sections 302 report financial information in any material respect and 906 (ii) any fraud or allegation of fraud, whether or not material, that involves (or involved) management or other employees who have (or had) a significant role in the Company’s internal controls. The Company is, and has been since December 31, 2013, in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) of 2002 and the applicable listing and corporate governance rules and regulations of the NASDAQ Stock Market. Neither the Company nor any of its Subsidiaries is a party to, is subject tohas outstanding, or has arranged any commitment outstanding, “extension of credit” to become a party to directors or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among executive officers of the Company and any prohibited by Section 402 of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements2002.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) and fairly present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended in accordance with GAAP (subject to normal recurring year-year end adjustments adjustments, condensation or omission of certain information and footnote disclosure in the case of any unaudited interim financial statements that would notstatements). As of the date hereof, individually or in the aggregate, be material to the Company and its Subsidiarieshas no current intention to restate the financial statements included in, taken as a whole)or incorporated by reference into, the Company SEC Documents. (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient in all material respects to provide reasonable assurance that (i) regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iiiii) that receipts and expenditures are executed only in accordance with authorizations the authorization of management and (iv) regarding prevention or timely detection of the Company’s management and directorsunauthorized acquisition, and (iii) any unauthorized use, acquisition use or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, statements. No significant deficiency or detected, material weakness was identified in a timely manner. Since management’s assessment of internal controls as of December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing2007. (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act1▇▇▇ ▇▇▇) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange 1934 Act and Sections 302 and 906 with respect to such reports. (d) The audit committee of the ▇Company Board includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (e) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SECfairly present, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments adjustments, condensation or omission of certain information and footnote disclosure in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined is reasonably sufficient in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) any regarding prevention or timely detection of the unauthorized useacquisition, acquisition use or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, statements. No significant deficiency or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), was identified in the Company’s, or its Subsidiaries’, design or operation management’s assessment of internal controlscontrols as of June 30, 2006 (ii) to the Knowledge nor, as of the Companydate hereof, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, deficiency or weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act1▇▇▇ ▇▇▇) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange 1934 Act and Sections 302 and 906 with respect to such reports. (d) The audit committee of the ▇Company Board includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (e) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient in all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) that any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, detected or detected, prevented in a timely manner. Since There were no significant deficiencies or material weaknesses identified in management’s assessment of internal controls as of and for the year-ended December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting 2011 (nor has any such deficiency, deficiency or weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingidentified since such date). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 with respect to such reports. (d) Since August 24, 2011, neither the principal executive officer nor the principal financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in the Company’s internal controls over financial reporting. (e) The audit committee of the Company Board includes an Audit Committee Financial Expert, as defined by Item 407(d)(5)(ii) of Regulation S-K. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any Knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited consolidated financial balance sheets and the related audited consolidated statements of income, stockholders’ equity, and cash flows (including, in each case, any related notes and schedules thereto) and unaudited consolidated interim financial balance sheets and the related unaudited consolidated statements of income, stockholders’ equity, and cash flows of the Company and its consolidated Subsidiaries included in the Company SEC Documents Reports (the “Company Financial Statements”): (i) complied as to form, as of their respective filing dates with the SEC, form in all material respects with the published, applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP (A) United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) during the periods involved, and (B) the books and records of the Company and the Subsidiaries of the Company; and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements that would notstatements, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholenormal year-end adjustments). (b) The Company has established and maintains its Subsidiaries maintain a system of “internal control over financial reporting” (within the meaning of Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding (i) the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) the authorization of management with respect to receipts and expenditures of the Company and its Subsidiaries and (iii) the prevention or timely detection of the unauthorized acquisition, use or disposition of any assets the Company or any of its Subsidiaries that could have a material effect on the Company’s financial statements. Each of the Company and its Subsidiaries has disclosed to its auditors and the audit committee of the Company Board (1) any “significant deficiencies” and “material weaknesses” in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial data and has disclosed to its auditors any material weaknesses in internal controls and (as defined 2) any fraud, whether or not material, that involves management or other employees who have a significant role in Rules 13a-15(fits internal controls, and the Company has made available to Parent copies of any such disclosure in clauses (1) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 (2). None of the Exchange Act that is sufficient to provide reasonable assurance that Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) transactions are recorded as necessary to permit preparation “significant deficiency” in the internal control over financial reporting of financial statements in conformity with GAAPthe Company, (ii) receipts and expenditures are executed only “material weakness” in accordance with authorizations the internal control over financial reporting of the Company’s management and directors, and Company or (iii) any unauthorized usefraud, acquisition whether or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be preventednot material, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls control over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company. There is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by the Company. For purposes of this Section 3.11(b), claim or allegation (the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in each case, made in writing) of any Release 2004-001 of the foregoingPublic Company Accounting Oversight Board, as in effect on the date hereof. (c) The Each of the Company and its Subsidiaries has established (i) designed and maintains put into use “disclosure controls and procedures” (as defined in within the meaning of Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all material information (both financial and non-financial) required relating to be disclosed by the Company in the reports that it files or submits under the Exchange Act and its Subsidiaries is recorded, processed, summarized and reported made known to the individuals responsible for preparing such reports management of the Company by others within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management Company as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required by the Exchange Act with respect to the Company SEC Reports, and (ii) based on their most recent evaluation of such disclosure controls and procedures, the chief executive officer and chief financial officer of the Company have found them to be effective. (d) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q, and each amendment of any such report included in the Company SEC Reports filed since January 1, 2007, the principal executive officer and principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required under by the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and Sections 302 any related rules and 906 regulations promulgated by the SEC. The Company is in compliance in all material respects with all rules, regulations, and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect applicable to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is reasonably sufficient in all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) that any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, detected or detected, prevented in a timely manner. Since There were no significant deficiencies or material weaknesses identified in management’s assessment of internal controls as of and for the year-ended December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting 2009 (nor has any such deficiency, deficiency or weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingidentified since such date). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 with respect to such reports. (d) Since January 1, 2007, neither the principal executive officer nor the principal financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in the Company’s internal controls over financial reporting. (e) The audit committee of the Company Board includes an Audit Committee Financial Expert, as defined by Item 407(d)(5)(ii) of Regulation S-K. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any Knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The Each of the audited consolidated financial statements and unaudited condensed consolidated interim financial statements (including, in each case, any related notes and schedules) of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited certain year-end adjustments and footnotes as permitted by Form 10-Q with respect to any financial statementsstatements filed on Form 10-Q), and (iii) fairly presented (except as may be indicated in the notes thereto) present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal chief executive officer and principal chief financial officer of the Company have made all certifications required under the Exchange Act and by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act to be included in the Company SEC Documents, and at the time of filing, the statements contained in any such certifications were complete and correct, and the Company is otherwise in compliance in all material respects with respect all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules of the Nasdaq. (c) The Company has established and maintains a system of internal accounting controls, which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to such reportspermit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries that could have a material effect on the Company’s financial statements. (d) Neither To the Knowledge of the Company, as of the date hereof, neither the Company nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of its Subsidiaries is internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a party to, is subject to, role in the preparation of financial statements or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the internal accounting controls utilized by the Company and its Subsidiaries or (iii) any claim or allegation regarding any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statementsforegoing.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, for as may be permitted by the absence of footnotesSEC on Form 10-Q, none of which, if presented, would materially differ from those in 8-K or any successor form under the audited financial statementsExchange Act), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments and omission of notes in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is reasonably sufficient in all material respects to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, detected or detected, prevented in a timely manner. Since There were no significant deficiencies or material weaknesses identified in management’s assessment of internal controls as of and for the year-ended December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting 2018 (nor has any such deficiency, deficiency or weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingidentified since such date). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 with respect to such reports. (d) Since January 1, 2016, neither the principal executive officer nor the principal financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in the design or operation of the Company’s internal controls over financial reporting. (e) The audit committee of the Company Board includes an “audit committee financial expert,” as defined by Item 407(d)(5)(ii) of Regulation S-K. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any Knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Financial Statements included in the Company SEC Documents (i) complied as to form, as of their respective filing dates were prepared in accordance with the SEC, in all material respects with books and records of the applicable accounting requirements Company and the published rules and regulations of the SEC with respect theretoCompany Subsidiaries, (ii) were prepared in accordance with GAAP GAAP, applied on a consistent basis during the periods involved (exceptsubject, in the case of unaudited financial statementsthe Unaudited Financial Statements, for to normal year-end adjustments (the absence effect of footnoteswhich would not be material, none of which, if presented, would materially differ from those individually or in the audited financial statementsaggregate), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Company Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the Company and its consolidated Company Subsidiaries as of the dates or for the periods presented therein therein, all in accordance with GAAP (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements that would notthe Unaudited Financial Statements, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholenormal year-end adjustments). (b) The Company has established and maintains a system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by Applicable Law, presented in any applicable Company SEC document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Based on the most recent evaluation of such internal controls prior to the date of this Agreement, the Company has disclosed to the Company’s audit committee of the Company Board (iA) transactions all “significant deficiencies” or “material weaknesses” (as such terms are recorded defined by the Public Company Accounting Oversight Board) in the design or operation of such internal controls that would reasonably be expected to be adverse in any material respect to the Company’s ability to record, process, summarize and report financial information and all fraud, whether or not material, that involves management or other employees who have a significant role in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Except as set forth in Section 4.09(b) of the Company Disclosure Schedules, since December 31, 2015, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (c) The Company has designed and maintained “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act) as reasonably necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the . The Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that procedures are reasonably designed and maintained to ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such material information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and disclosure. (d) The principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 promulgated under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company SEC Documents, and the statements contained in such reportscertifications are correct and complete. “Principal executive officer” and “principal financial officer” have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (de) Since the December 31, 2015, (i) neither the Company nor any Company Subsidiary has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim with respect to accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary, or unlawful accounting or auditing matters with respect to the Company or any Company Subsidiary and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or any Company Subsidiary or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the chief executive officer of the Company in accordance with the rules of the SEC promulgated under Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Neither the Company nor any of its Subsidiaries Company Subsidiary is a party to, is subject toto or bound by, or has any commitment to become a party to or subject to, any off joint venture, off-balance sheet partnership or any similar Contract, Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its SubsidiariesCompany Subsidiary, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Securities Act) ), where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries Company Subsidiary in the Company SEC Documents or in (including any audited financial statements and unaudited interim financial statements of the Company’s or such Subsidiary’s published financial statementsCompany included therein).

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries (including, for this purpose only, CAI) included or incorporated by reference in the Company SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (including, for this purpose only, CAI) as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements that would notstatements, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholenormal year-end adjustments). (b) The No material weaknesses exist with respect to the internal control over financial reporting of the Company that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC that have not been disclosed in the Company SEC Reports as filed with or furnished to the SEC prior to the date hereof. Except as described in Section 3.13 of the Company Disclosure Letter, the Company has established and maintains a system of disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules Rule 13a-15 under the Exchange Act. The Company has disclosed, based on its most recent evaluation, to the Company’s outside auditors and 15d-15 the audit committee of the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation Board of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations Directors of the Company’s management and directors, and (iiiA) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or all significant deficiencies that and material weaknesses in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) control over financial reporting which are reasonably likely to the Knowledge of adversely affect in any material respect the Company’s ability to record, illegal act process, summarize and report financial data and (B) any fraud, whether or fraud not material, that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls control over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingreporting. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient in all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) that any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, detected or detected, prevented in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or There were no significant deficiencies that in the aggregate would amount to a or material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), weaknesses identified in the Company’s, or its Subsidiaries’, design or operation management’s assessment of internal controlscontrols as of and for the year-ended June 30, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting 2013 (nor has any such deficiency, deficiency or weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingidentified since such date). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 with respect to such reports. (d) Since January 1, 2010, neither the principal executive officer nor the principal financial officer of the ▇Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in the Company’s internal controls over financial reporting. (e) The audit committee of the Company Board includes an Audit Committee Financial Expert, as defined by Item 407(d)(5)(ii) of Regulation S-K. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any Knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited HTB has previously delivered or made available to BFC copies of HTB’s (i) annual consolidated financial statements (including the related notes and unaudited schedules thereto) for the years ended December 31, 2021, 2020 and 2019, accompanied by the compilation reports of W▇▇▇▇▇ LLP, independent registered accountants (collectively, the “Annual Financial Statements”) and (ii) interim consolidated interim financial statements of (including the Company included in related notes and schedules thereto) for the Company SEC Documents three months ended March 31, 2022 (i) complied as to form, as of their respective filing dates the “Interim Financial Statements” and collectively with the SECAnnual Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) present in all material respects the consolidated financial position condition and the results of the Company operations, changes in shareholders’ equity, and cash flows of HTB and its consolidated Subsidiaries as of the respective dates thereof of and their consolidated results of operations and cash flows for the periods presented therein (subject referred to normal in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Interim Financial Statements, to normal, recurring year-end adjustments in (the case effect of any unaudited interim financial statements that which has not had, and would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HTB) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Annual Financial Statements). No financial statements of any entity or enterprise other than HTB’s Subsidiaries are required by GAAP to be material included in the consolidated financial statements of HTB. Since December 31, 2021, neither HTB nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the Company notes thereto except for liabilities reflected or reserved against in the Financial Statements and its Subsidiariescurrent liabilities incurred in the Ordinary Course of Business since December 31, taken as a whole2021. True, correct and complete copies of the Financial Statements are set forth in HTB Disclosure Schedule 3.07(a). (b) The Company has established records, systems, controls, data and maintains information of HTB and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of HTB or its Subsidiaries or accountants (including all means of access thereto and therefrom). HTB and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. HTB has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of HTB (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rules 13a-15(f) which are reasonably likely to adversely affect HTB’s ability to record, process, summarize and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 report financial data and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directorsany fraud, and (iii) any unauthorized usewhether or not material, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the CompanyHTB’s internal controls control over financial reporting (nor reporting. HTB has made available to BFC a summary of any such deficiency, weakness or fraud been identified) or (iii) disclosure made by management to the Knowledge auditor and/or audit committee of the Company, claim BFC or allegation (in each case, made in writing) of any of the foregoingSubsidiary. (c) The Company Except as set forth in HTB Disclosure Schedule 3.07(c), since January 1, 2019, neither HTB nor any of its Subsidiaries nor, to HTB’s Knowledge, any director, officer, employee, auditor, accountant or representative of HTB or any of its Subsidiaries has established and maintains “disclosure controls and received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures” (as defined , methodologies or methods of HTB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that HTB or any of its Subsidiaries has engaged in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files questionable accounting or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reportsauditing practices. (d) Neither The most recent Financial Statements as of the Company date hereof reflect an adequate reserve, in accordance with GAAP, for all Taxes payable by HTB and its Subsidiaries for all taxable periods through the date of such Financial Statements. Since December 31, 2021, neither HTB nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is a party toused in GAAP, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among outside the Company and any Ordinary Course of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statementsBusiness.

Financial Statements; Internal Controls. (a) The Company has previously delivered or made available to Buyer copies of Company’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2014, 2013 and 2012, accompanied by the unqualified audit reports of PricewaterhouseCoopers LLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated interim financial statements of for the Company included in nine months ended September 30, 2014 and 2015 (the Company SEC Documents (i) complied as to form, as of their respective filing dates “Unaudited Financial Statements;” and collectively with the SECAudited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) present in all material respects the consolidated financial position condition and the results of the operations, changes in stockholders’ equity, and cash flows of Company and its consolidated Subsidiaries as of the respective dates thereof of and their consolidated results of operations and cash flows for the periods presented therein (subject referred to normal in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments in (the case effect of any unaudited interim financial statements that which has not had, and would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the Company’s Subsidiaries are required by GAAP to be material included in the consolidated financial statements of Company. The audits of Company have been conducted in accordance with GAAP. Since September 30, 2015, neither Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in Company’s Ordinary Course of Business since September 30, 2015. True, correct and complete copies of the Financial Statements are set forth in Company and its Subsidiaries, taken as a wholeDisclosure Schedule 3.08(a). (b) The records, systems, controls, data and information of Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal account controls described in the following sentence. Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company has established disclosed based on its most recent evaluations, to its outside auditors and maintains a system the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient which are reasonably likely to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the adversely affect Company’s management ability to record, process, summarize and directors, report financial data and (iiiB) any unauthorized usefraud, acquisition whether or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be preventednot material, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls control over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingreporting. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedSince January 1, processed2010, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the neither Company nor any of its Subsidiaries is a party tonor, is subject to, or has any commitment to become a party to or subject toCompany’s Knowledge, any off balance sheet partnership director, officer, employee, auditor, accountant or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any representative of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (d) Company Disclosure Schedule 3.08(d) contains an unaudited pro forma balance sheet reflecting the un-marked, stated book values of the assets and liabilities purchased and assumed by Company SEC Documents or in Bank on October 9, 2015 pursuant to the Company’s or such Subsidiary’s published financial statementsCertusBank Transaction.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included or incorporated by reference in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SECfairly present, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects ), the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end audit adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined is reasonably sufficient in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directors, and (iii) that any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, detected or detected, prevented in a timely manner. Since There were no significant deficiencies or material weaknesses identified in management’s assessment of internal controls as of and for the year ended December 31, 2017, there has not been any 2009 (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) and to the Knowledge knowledge of the Company, illegal act no such deficiency or fraud that involves management or other employees weakness been identified since such date). (c) Since January 1, 2009, neither the principal executive officer nor the principal financial officer of the Company and its Subsidiaries who have has knowledge of any fact, circumstance or change that is reasonably likely to result in a “significant role deficiency” or a “material weakness” in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingreporting. (cd) The audit committee of the Company Board includes an Audit Committee Financial Expert, as defined by Item 407(d)(5)(ii) of Regulation S-K. (e) The Company has established and maintains “disclosure controls and procedures” (adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in Rules 13a-15(e) and 15d-15(e) under or waiver of the Exchange Act) Company’s code of ethics with respect to any such persons, as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (iSection 406(b) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Parent included in the Company SEC Documents Parent Reports (collectively, the “Parent Financial Statements”) (i) complied as to form, as of their respective filing dates with the SEC, form in all material respects with the applicable accounting requirements and and, as appropriate, the published rules and regulations of the SEC with respect theretothereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) in all material respects fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated condition, results of operations and cash flows of the Parent as of the respective dates thereof and for the periods presented therein referred to therein, and (subject to normal recurring year-end adjustments in iv) are consistent with the case books and records of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)Parent. (b) The Company Parent has established designed and maintains a system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that its management has concluded are not effective. The Parent (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established designed and maintains “disclosure controls and procedures” procedures (as defined in Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to reasonably ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC’s rules and forms of the SEC and (ii) all such information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and its management has concluded that such disclosure controls and procedures are not effective and (ii) has disclosed to make the certifications Parent’s auditors and the Board of Directors of the principal Parent (and made summaries of such disclosures available to Parent) (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal controls over financial reporting. The Parent is in compliance in all material respects with all effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Neither the Parent nor any Subsidiary nor, to the knowledge of the Parent, any director, officer, auditor, accountant or representative of the Parent or any Subsidiary has received or otherwise had or obtained knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Parent or any Subsidiary has engaged in questionable accounting or auditing practices. No current or former attorney representing the Parent or any Subsidiary has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Parent or any Subsidiary, or any of their respective officers, directors, employees or agents, to the current Board of Directors of the Parent or any committee thereof or to any current director or executive officer and principal financial officer of the Company required under Parent. (d) To the Exchange Act and Sections 302 and 906 knowledge of the Parent, no employee of the Parent or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) by the Parent or any Subsidiary. Neither the Company Parent nor any Subsidiary nor, to the knowledge of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject tothe Parent, any off balance sheet partnership director, officer, employee, contractor, subcontractor or agent of the Parent or any similar ContractSubsidiary, including has discharged, demoted, suspended, threatened, harassed or in any Contract or arrangement relating to any transaction or relationship between or among other manner discriminated against an employee of the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, Parent or any “off balance sheet arrangements” (as defined Parent Subsidiary in Item 303(a) the terms and conditions of Regulation S-K under the Exchange Act) where the result, purpose or effect employment because of any lawful act of such Contract or arrangement is to avoid disclosure employee described in Section 806 of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of (including the Company related notes thereto) included (or incorporated by reference) in the Company Buyer SEC Documents (i) complied Reports comply as to form, as of their respective filing dates with the SEC, form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for as permitted by Form 10-Q of the absence of footnotesSEC and, none of whichin each case, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be expressly indicated in the notes thereto) applied on a consistent basis throughout the periods covered thereby (except as may be expressly indicated in the notes thereto) and fairly present, in all material respects respects, the consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and operations, cash flows and changes in equity for the periods presented therein then ended (subject subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements that would were not, individually or are not expected to be, material in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)amount) in accordance with GAAP. (b) The Company has established Since August 31, 2009, the books of account, minute books and maintains other records of the Buyer and its Subsidiaries are complete and correct in all material respects in accordance with Applicable Law. Since August 31, 2009, the accounts, books and records of the Buyer and its Subsidiaries are maintained in a manner substantially consistent in all material respects with Applicable Law and have recorded therein the results of operations and the assets and liabilities of the Buyer and its Subsidiaries required to be reflected in accordance with GAAP in all material respects. (c) Since August 31, 2009, the Buyer and its Subsidiaries have maintained a system of accounting and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient controls effective to provide reasonable assurance that (i) transactions are recorded as necessary to permit assurances regarding the reliability of financial reporting and the preparation of financial statements in conformity accordance with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there The Buyer has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established implemented and maintains “disclosure controls and procedures” procedures (as defined in Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained effective to ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported relating to the individuals responsible for preparing such reports within Buyer, including its consolidated Subsidiaries, is made known to the time periods specified in Chief Executive Officer and the rules and forms Chief Financial Officer of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate Buyer by others within those entities to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reportsthe Buyer SEC Reports. Since August 31, 2009, neither the Buyer nor any of its Subsidiaries has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Buyer or any of its Subsidiaries or their respective internal accounting controls relating to periods after August 31, 2009, except for any complaints, allegations, assertions or claims that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. (d) Neither Except as set forth on Section 6.06(d) of the Company Buyer Disclosure Schedule, neither the Buyer nor any of its the Buyer’s Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off material off-balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other handarrangements, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) similar Contract where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Buyer or any of its Subsidiaries in the Company SEC Documents or Buyer’s financial statements included in the Company’s or such Subsidiary’s published financial statementsBuyer SEC Reports.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SECfairly present, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects ), the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined is reasonably sufficient in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) any regarding prevention or timely detection of the unauthorized useacquisition, acquisition use or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, statements. No significant deficiency or detected, material weakness was identified in a timely manner. Since management’s assessment of internal controls as of December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting 2005 (nor has any such deficiency, deficiency or weakness or fraud since been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that ▇▇▇▇ ▇▇▇) are reasonably designed and maintained to ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange 1934 Act and Sections 302 and 906 with respect to such reports. (d) Since the date of their last certification filed with the SEC, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in the Company’s internal controls over financial reporting. (e) The audit committee of the Board of Directors of the Company includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any Knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied comply as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented present (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-year end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined is reasonably sufficient in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) any regarding prevention or timely detection of the unauthorized useacquisition, acquisition use or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, statements. No significant deficiency or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), was identified in the Company’s, or its Subsidiaries’, design or operation management’s assessment of internal controlscontrols as of April 30, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or 2006 other employees of the Company and its Subsidiaries who have a significant role than as disclosed in the Company’s internal controls over financial reporting annual report on Form 10-K for its fiscal year ended April 30, 2006 (nor has any such deficiency, deficiency or weakness or fraud since been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that ▇▇▇▇ ▇▇▇) are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange 1934 Act and Sections 302 and 906 with respect to such reports. (d) Since January 1, 2004, neither the present chief executive officer nor the chief financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in the Company’s internal controls over financial reporting that has not already been expressly disclosed as being reasonably likely to have such a result in the Company SEC Documents. (e) The audit committee of the Company Board includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Parent included in the Company SEC Documents Parent Reports (collectively, the “Parent Financial Statements”) (i) complied as to form, as of their respective filing dates with the SEC, form in all material respects with the applicable accounting requirements and and, as appropriate, the published rules and regulations of the SEC with respect theretothereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) in all material respects fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated condition, results of operations and cash flows of the Parent as of the respective dates thereof and for the periods presented therein referred to therein, and (subject to normal recurring year-end adjustments in iv) are consistent with the case books and records of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)Parent. (b) The Company Parent has established designed and maintains a system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that assurances regarding the reliability of financial reporting for the Parent and its Subsidiaries. The Parent (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established designed and maintains “disclosure controls and procedures” procedures (as defined in Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to reasonably ensure that (i) all material information (both financial and non-financial) required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the SEC’s rules and forms of the SEC and (ii) all such information is accumulated and communicated to the CompanyParent’s management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed to make the certifications Parent’s auditors and the Board of Directors of the principal Parent (and made summaries of such disclosures available to Parent) (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal controls over financial reporting. The Parent is in compliance in all material respects with all effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Neither the Parent nor any Subsidiary nor, to the knowledge of the Parent, any director, officer, auditor, accountant or representative of the Parent or any Subsidiary has received or otherwise had or obtained knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Parent or any Subsidiary has engaged in questionable accounting or auditing practices. No current or former attorney representing the Parent or any Subsidiary has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Parent or any Subsidiary, or any of their respective officers, directors, employees or agents, to the current Board of Directors of the Parent or any committee thereof or to any current director or executive officer and principal financial officer of the Company required under Parent. (d) To the Exchange Act and Sections 302 and 906 knowledge of the Parent, no employee of the Parent or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) by the Parent or any Subsidiary. Neither the Company Parent nor any Subsidiary nor, to the knowledge of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject tothe Parent, any off balance sheet partnership director, officer, employee, contractor, subcontractor or agent of the Parent or any similar ContractSubsidiary, including has discharged, demoted, suspended, threatened, harassed or in any Contract or arrangement relating to any transaction or relationship between or among other manner discriminated against an employee of the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, Parent or any “off balance sheet arrangements” (as defined Parent Subsidiary in Item 303(a) the terms and conditions of Regulation S-K under the Exchange Act) where the result, purpose or effect employment because of any lawful act of such Contract or arrangement is to avoid disclosure employee described in Section 806 of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. 27 3.9

Financial Statements; Internal Controls. (a) The audited consolidated financial statements of Buyer (including any related notes and unaudited consolidated interim financial statements of the Company schedules thereto) included in the Company SEC Documents (i) Buyer Reports complied as to form, as of their respective dates of filing dates with the SECSEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects respects, with the all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, (ii) were in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) disclosed therein), and fairly present, in all material respects respects, the consolidated financial position of the Company Buyer and its Subsidiaries and the consolidated Subsidiaries results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)shown. (b) The Company records, systems, controls, data and information of Buyer are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control Buyer or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described in the following sentence. Buyer has established devised and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is accounting controls sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit assurances regarding the reliability of financial reporting and the preparation of financial statements in conformity accordance with GAAP, (ii) receipts . Buyer has designed and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “implemented disclosure controls and procedures” procedures (as defined in within the meaning of Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all material information (both financial relating to it and non-financial) required its Subsidiaries is made known to be disclosed its management by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports others within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under by the Exchange Act and Sections Section 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Buyer's management has completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect for the year ended December 31, 2014, and such assessment concluded that such controls were effective. It has previously disclosed, based on its most recent evaluation prior to such reportsthe date hereof, to its auditors and to the Company, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. (d) Neither the Company nor any of Since December 31, 2014, (i) neither Buyer nor, to its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject toKnowledge, any off balance sheet partnership director, officer, employee, auditor, accountant or representative of Buyer has received or otherwise had or obtained Knowledge of any similar Contractmaterial complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of it or its internal accounting controls, including any Contract material complaint, allegation, assertion or arrangement relating to any transaction claim that it has engaged in questionable accounting or relationship between or among the Company and any of its Subsidiaries, on the one handauditing practices, and any unconsolidated Affiliate(ii) no attorney representing Buyer, including any structured financewhether or not employed by it, special purpose has reported evidence of a material violation of securities laws, breach of fiduciary duty or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company similar violation by Buyer or any of its Subsidiaries in the Company SEC Documents officers, directors, employees or in the Company’s agents to its board of directors or such Subsidiary’s published financial statementsany committee thereof or to any of its directors or officers.

Financial Statements; Internal Controls. (a) The audited consolidated statements of total assets, total liabilities and shareholders’ equity and total comprehensive income for the fiscal years ended December 31, 2020 and 2021 (collectively, the “Audited Financial Statements”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the American Institute of Certified Public Accountants and applicable Law as at the Balance Sheet Date, except as otherwise noted therein. Prior to the date hereof, true, complete and correct copies of the Audited Financial Statements and the accompanying independent auditors’ reports, as applicable, have been made available to Acquiror. (b) The Audited Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, except as may be indicated in the notes thereto. The Audited Financial Statements fairly present in all material respects the assets, liabilities, cash flow and financial statements condition and unaudited consolidated interim results of operations of the Company as of the times and for the periods referred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Audited Financial Statements, except as required by applicable Law or GAAP. (c) The Company maintains a system of accounting and internal controls designed to provide reasonable assurances regarding the reliability of the financial reporting and the preparation of the financial statements of the Company included in accordance in all material respects with GAAP. Since its inception, the Company (including the Company’s personnel and independent accountants who participated in the Company SEC Documents preparation or review of financial statements or the internal accounting controls employed by the Company) have not identified nor been made aware of (i) complied as to formany significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, as (ii) any Fraud, whether or not material, that involves management of their respective the Company or any personnel involved in financial reporting or (iii) any written claim or allegation regarding any of the foregoing. The Audited Financial Statements, when delivered by the Company for inclusion in the Registration Statement for filing dates with the SECSEC following the date of this Agreement in accordance with Section 8.02, will comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) were prepared and the Securities Act in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries effect as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)such date. (b) The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither the Company nor any of its Subsidiaries is a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a wholestatements). (b) The Company has established and maintains a Company’s system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient in all material respects to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii) that any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, detected or detected, prevented in a timely manner. Since There were no significant deficiencies or material weaknesses identified in management’s assessment of internal controls as of and for the year-ended December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting 2015 (nor has any such deficiency, deficiency or weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingidentified since such date). (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) 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 the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 with respect to such reports. Table of Contents (d) Since January 1, 2013, neither the principal executive officer nor the principal financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” in the Company’s internal controls over financial reporting. (e) The audit committee of the Company Board includes an Audit Committee Financial Expert, as defined by Item 407(d)(5)(ii) of Regulation S-K. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Act. To the Company nor any Knowledge of its Subsidiaries is a party tothe Company, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any there have been no violations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) provisions of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or code of ethics by any such Subsidiary’s published financial statementspersons.

Financial Statements; Internal Controls. (a) The audited and unaudited consolidated financial statements and unaudited consolidated interim financial statements of (including the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the related notes thereto) of EVI included or incorporated by reference in all material respects the EVI SEC Reports (“EVI Financial Statements”): (1) fairly present the consolidated financial position of the Company EVI and its consolidated Subsidiaries as of their respective dates, and the dates thereof and their consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject to normal recurring year-end adjustments except as may be set forth therein or in the notes thereto); and (2) were prepared in accordance with GAAP throughout the periods involved (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any unaudited interim financial statements that would not, individually or in other adjustments set forth therein including the aggregate, be material to the Company and its Subsidiaries, taken as a wholenotes thereto). All of EVI’s Subsidiaries are consolidated for accounting purposes. (b) The Company has established and maintains a EVI’s system of “internal control controls over financial reporting reporting” (as defined in Rules 13a-15(f13a- 15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 is designed and 15d-15 of the Exchange Act that is sufficient maintained to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsdirectors of EVI, and (iii) that any unauthorized use, acquisition or disposition of the CompanyEVI’s or its Subsidiaries’ assets that would materially affect the CompanyEVI’s financial statements would be prevented, or detected, detected in a timely mannermanner or prevented. Since December 31June 30, 20172021, EVI has not disclosed to EVI’s auditors or the audit committee of the EVI Board and to EVI’s Knowledge there are not any “significant deficiencies” or “material weaknesses” in the design or operation of EVI’s internal control over financial reporting that are reasonably likely to adversely affect in any material respect EVI’s ability to record, process, summarize and report financial information. To EVI’s Knowledge, since inception, there has not been any (i) material weaknessesfraud, whether or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X)not material, identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the CompanyEVI’s internal controls over financial reporting (reporting. Neither EVI nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingSubsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangements” that would be required to be disclosed under Item 303(a) of Regulation S-K promulgated by the SEC. (c) The Company has established and EVI maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of Rule 13a-15(e) or 15d-15(e) under the Exchange Act that are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company EVI in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) all such information is accumulated and communicated to the CompanyEVI’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company EVI required under the Exchange Act and Sections 302 and 906 with respect to such reports. Neither EVI nor any of its Subsidiaries has outstanding, or has arranged any outstanding, any “extension of credit” to directors or executive officers within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) Since June 30, 2021, EVI and its officers and directors have been in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reportsand the rules and regulations promulgated by the SEC thereunder. (de) Neither Except as set forth on Section 4.7(e) of the Company nor any of its Subsidiaries EVI Disclosure Schedule, there is a party tono liability, is subject todebt, or has legally binding commitment or obligation of any nature whatsoever, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable or otherwise (any such liability, debt or legally binding commitment to become or obligation, a party to “Liability”), against EVI or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose whether or limited purpose entity or Person, on the other handnot required to be disclosed, or any “off balance sheet arrangements” (as defined other fact or circumstance that would reasonably be likely to result in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involvingclaims against, or material liabilities any obligations or Liabilities of, the Company EVI or any of its Subsidiaries Subsidiaries, except for Liabilities and obligations (a) reflected or reserved for on the EVI Financial Statements or disclosed in the Company SEC Documents or notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the Company’s EVI Financial Statements in the ordinary course of the operation of business of EVI and its Subsidiaries, or (c) under any EVI Material Contract set forth on Section 4.17 of the EVI Disclosure Schedule or any Contract not required to be disclosed in the EVI Disclosure Schedule (other than any such Subsidiary’s published financial statementsliability, debt or obligation resulting from a breach or a default thereunder).

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Parent and its consolidated Subsidiaries included in the Company Parent SEC Documents Reports: (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes theretoto those financial statements); and (iii) fairly presented in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates thereof of such financial statements and their consolidated results of operations and cash flows for the periods presented therein then ended (subject to normal recurring year-end adjustments subject, in the case of any unaudited interim financial statements statements, to normal year-end adjustments and the absence of notes). Parent maintains and since January 1, 2020, has maintained, disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed and reasonably effective to ensure that would notall information (both financial and non-financial) relating to the Parent Entities and their respective Subsidiaries required to be disclosed in Parent’s periodic reports under the Exchange Act is made known to the Parent’s principal executive officer and its principal financial officer by others within the Parent Entities or any of their respective Subsidiaries, individually or and such disclosure controls and procedures are effective in timely alerting the Parent’s principal executive officer and its principal financial officer to such information required to be included in the aggregate, be material to Parent’s periodic reports required under the Company and its Subsidiaries, taken as a whole). (b) The Company has established and Exchange Act. Parent maintains a system of “internal control over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is reasonably sufficient (A) to provide reasonable assurance (1) that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAPGAAP consistently applied, (ii2) receipts and expenditures that transactions are executed only in accordance with authorizations the authorization of the Company’s management and directorsmanagement, and (iii3) any regarding prevention or timely detection of the unauthorized useacquisition, acquisition use or disposition of the CompanyParent’s properties or its Subsidiaries’ assets that would materially affect could have a material effect on the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (iiB) such that all such material information is accumulated and communicated to the Company’s its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and pursuant to Sections 302 and 906 of SOX. From January 1, 2020, until the ▇date of this Agreement, Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board and made available to the Company prior to the date of this Agreement (x) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Parent’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information in any material respect and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent internal controls, in each case, if any. From January 1, 2020, until the date of this Agreement, to the Knowledge of Parent, neither Parent nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its Subsidiaries or their respective internal accounting controls. (b) Except as set forth on Section 4.10(b) of the Parent Disclosure Schedule, there are no off-balance sheet arrangements to which the Parent Entities or any of their respective Subsidiaries is a party. (c) To the Knowledge of Parent, Parent’s independent registered accounting firm has at all times since the date Parent became subject to the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “Independent” with respect to such reportsParent within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board under the Exchange Act. (d) Neither There have been no formal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the Company nor any direction of its Subsidiaries is a party tothe chief executive officer, is subject tochief financial officer, principal accounting officer, general counsel or has any commitment to become a party to or subject tosimilar officer of Parent, any off balance sheet partnership the Parent Board or any similar Contractcommittee of the Parent Board, including any Contract other than ordinary course audits or arrangement relating reviews of accounting policies and practices or internal controls required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Parent has not been and is not currently determined to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any be a “off balance sheet arrangementsshell company” (as defined in Item 303(a) under Section 12b-2 of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents or in the Company’s or such Subsidiary’s published financial statements.

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Financial Statements included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, were prepared in all material respects in accordance with the applicable accounting requirements books and records of the Company and the published rules Company Subsidiaries and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Company Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the Company and its consolidated Company Subsidiaries as of the dates or for the periods presented therein therein, all in accordance with GAAP applied in all material respects on a consistent basis during the periods involved (subject subject, in the case of the Unaudited Financial Statements, to normal recurring year-end adjustments in (the case effect of any unaudited interim financial statements that which would notnot be material, individually or in the aggregate) and the absence of notes (that, be material to if presented, would not differ materially from those presented in the Company and its Subsidiaries, taken as a wholeAudited Financial Statements)). (b) The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that is sufficient designed to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations regarding the reliability of the Company’s management financial reporting and directors, and (iii) any unauthorized use, acquisition or disposition the preparation of the Company’s or its Subsidiaries’ assets that would materially affect consolidated financial statements for external purposes in accordance with GAAP. Based on the most recent evaluation of such internal control prior to the date of this Agreement, the Company has disclosed to the Company’s financial statements would be prevented, audit committee of the Company Board all “significant deficiencies” or detected, in a timely manner. Since December 31, 2017, there has not been any (i) “material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness ” (as such terms are defined in Rule 1-02(a)(4by the Public Company Accounting Oversight Board) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of such internal controls, (ii) control that would reasonably be expected to be adverse in any material respect to the Knowledge of the Company’s ability to record, illegal act process, summarize and report financial information and all fraud, whether or fraud not material, that involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingcontrol. (c) The Company has established and maintains Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure provide that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Neither Since January 1, 2014, to the Company’s Knowledge, the Company nor any of its Subsidiaries is a party to, is subject to, has not received or has any commitment to become a party to otherwise had or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure obtained knowledge of any material transaction involvingcomplaint, allegation, assertion or material liabilities ofclaim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries in the Company SEC Documents Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in the Company’s questionable accounting or such Subsidiary’s published financial statementsauditing practices.

Financial Statements; Internal Controls. (a) The audited and unaudited consolidated financial statements and unaudited consolidated interim financial statements of (including the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited financial statements, for the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements), and (iii) fairly presented (except as may be indicated in the related notes thereto) of MTI included or incorporated by reference in all material respects the MTI SEC Reports (“MTI Financial Statements”): (1) fairly present the consolidated financial position of the Company MTI and its consolidated Subsidiaries as of their respective dates, and the dates thereof and their consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject to normal recurring year-end adjustments except as may be set forth therein or in the notes thereto); and (2) were prepared in accordance with GAAP throughout the periods involved (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any unaudited interim financial statements that would not, individually or in other adjustments set forth therein including the aggregate, be material to the Company and its Subsidiaries, taken as a wholenotes thereto). All of MTI’s Subsidiaries are consolidated for accounting purposes. (b) The Company has established and maintains a MTI’s system of “internal control controls over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rules 13a-15 is designed and 15d-15 of the Exchange Act that is sufficient maintained to provide reasonable assurance that (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with authorizations the authorization of the Company’s management and directorsdirectors of MTI, and (iii) that any unauthorized use, acquisition or disposition of the CompanyMTI’s or its Subsidiaries’ assets that would materially affect the CompanyMTI’s financial statements would be prevented, or detected, detected in a timely mannermanner or prevented. Since December 31January 1, 20172021, MTI has not disclosed to MTI’s auditors or the audit committee of MTI’s board of directors and to MTI’s Knowledge there are not any “significant deficiencies” or “material weaknesses” in the design or operation of MTI’s internal control over financial reporting that are reasonably likely to adversely affect in any material respect MTI’s ability to record, process, summarize and report financial information. Since January 1, 2021, there has not been any (i) material weaknessesfraud, whether or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X)not material, identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role in the CompanyMTI’s internal controls over financial reporting (reporting. Neither MTI nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoingSubsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangements” that would be required to be disclosed under Item 303(a) of Regulation S-K promulgated by the SEC. (c) The Company has established and MTI maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under of the Exchange Act) as required by Rules 13a-15 and 15d-15 of Rule 13a-15(e) or 15d-15(e) under the Exchange Act that are reasonably designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company MTI in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC SEC, and (ii) all such information is accumulated and communicated to the CompanyMTI’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company MTI required under the Exchange Act and Sections 302 and 906 with respect to such reports. Neither MTI nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) Since January 1, 2021, MTI and its officers and directors have been in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reportsand the rules and regulations promulgated by the SEC thereunder. (de) Neither Except as set forth on Section 5.7(e) of the Company nor any MTI Disclosure Schedule, there is no Liability of its Subsidiaries is the nature required to be disclosed in a party to, is subject to, or has any commitment to become a party to or subject to, any off balance sheet partnership prepared in accordance with GAAP, against MTI or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose whether or limited purpose entity or Person, on the other handnot required to be disclosed, or any “off balance sheet arrangements” (as defined other fact or circumstance that would reasonably be likely to result in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involvingclaims against, or material liabilities any obligations or Liabilities of, the Company MTI or any of its Subsidiaries Subsidiaries, except for Liabilities and obligations (a) reflected or reserved for on MTI Financial Statements or disclosed in the Company SEC Documents or notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the Company’s MTI Financial Statements in the ordinary course of the operation of business of MTI and its Subsidiaries, or (c) under any MTI Material Contract set forth on Section 5.7(e) of the MTI Disclosure Schedule or any Contract not required to be disclosed in the schedules (other than any such Subsidiary’s published financial statementsliability, debt or obligation resulting from a breach or a default thereunder).

Financial Statements; Internal Controls. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents Reports since January 1, 2016: (i) complied as to form, as of their respective filing dates with the SECdates, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, SEC; (ii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (exceptexcept as may be indicated in the notes to those financial statements, as permitted by Regulation S-X or, in the case of unaudited financial statements, for as permitted by Form 10-Q under the absence of footnotes, none of which, if presented, would materially differ from those in the audited financial statements)Exchange Act, and except that the unaudited statements may not contain certain footnotes and are subject to normal, recurring audit adjustments); and (iii) fairly presented (except as may be indicated in the notes theretothereto and subject in the case of unaudited statements to normal, recurring audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods presented therein (subject to normal recurring year-end adjustments in the case of any unaudited interim financial statements that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole)then ended. (b) The Except as set forth in Section 3.10(b) of the Company Disclosure Schedule, the Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as defined in within the meaning of Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) as required by Rules Rule 13a-15 and 15d-15 of under the Exchange Act Act. Such disclosure controls and procedures are reasonably designed to ensure that is sufficient information required to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) receipts and expenditures are executed only in accordance with authorizations of the Company’s management and directors, and (iii) any unauthorized use, acquisition or disposition of the Company’s or its Subsidiaries’ assets that would materially affect the Company’s financial statements would be prevented, or detected, in a timely manner. Since December 31, 2017, there has not been any (i) material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X), identified in the Company’s, or its Subsidiaries’, design or operation of internal controls, (ii) to the Knowledge of the Company, illegal act or fraud that involves management or other employees of the Company and its Subsidiaries who have a significant role disclosed in the Company’s internal controls over financial reporting (nor has any such deficiency, weakness or fraud been identified) or (iii) to the Knowledge of the Company, claim or allegation (in each case, made in writing) of any of the foregoing. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act that are designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the periodic reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the required time periods specified periods. Since the date of filing of the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2018 through the date hereof, the Company has not identified (i) any significant deficiencies and material weaknesses in the rules design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s or any of its Subsidiaries’ ability to record, process, summarize and forms of the SEC report financial information and (ii) all such information is accumulated and communicated to any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reportsinternal controls. (dc) Neither The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. Since January 1, 2016, neither the Company nor any of its Subsidiaries is a party to, is subject to, or has made any commitment to become a party to or subject to, any off balance sheet partnership or any similar Contract, including any Contract or arrangement relating prohibited loans to any transaction or relationship between or among executive officer of the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K Rule 3b-7 under the Exchange Act) where or director of the result, purpose Company. There are no outstanding loans or effect other extensions of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (d) Since January 1, 2016 through the date of this Agreement, to the Knowledge of the Company, (i) neither the Company SEC Documents nor any director, officer, auditor or accountant of the Company has received any written material complaint, allegation, assertion or claim that the Company or its Subsidiaries have engaged in illegal or fraudulent accounting or auditing practices and (ii) no attorney representing the Company’s , whether or such Subsidiary’s published financial statementsnot employed by the Company, has reported to the Company Board or any committee thereof or to any director or officer of the Company any evidence of a material violation of United States federal securities Laws and the rules and regulations of the SEC promulgated thereunder, by the Company or any of its officers or directors. As of the date of this Agreement, to the Knowledge of the Company, there are no SEC inquiries or investigations or other inquiries or investigations by a Governmental Authority pending or threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any executive officer of the Company.