Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) The Company has filed or furnished (or caused to be filed or furnished by any Company Subsidiary, as applicable) 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 a Company Entity or any Company Subsidiary with or to the SEC (the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and applicable to such SEC Reports or a Company Entity or any Company Subsidiary and, except to the extent that information in such SEC Report has been revised, amended, modified, or superseded (prior to the date of this Agreement) by a later-filed SEC Report, none of the SEC Reports, when filed or furnished, contained (or, with respect to SEC Reports 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 a Company Entity or any Company Subsidiary with or to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Other than TKO Group Holdings, Inc. (“TKO”), no Company 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 consolidated financial statements (including related notes and schedules) contained or incorporated by reference in the SEC Reports (the “Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were 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 or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K, or any successor form under the Exchange Act); and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries or TKO and its consolidated Subsidiaries, as applicable, as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries or TKO and its consolidated Subsidiaries, as applicable, 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 to the business of the Company Entities and the Company Subsidiaries, taken as a whole). (c) Each of the Company and TKO maintains, (i) with respect to the Company, at all times since the Reference Date and (ii) with respect to, TKO, since September 12, 2023, has maintained, a system of internal controls over financial reporting (within the meaning of Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that (x) solely with respect to the Company (and not TKO), comply with the requirements of the Exchange Act and (y) have been 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 those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company or TKO, as applicable; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company or TKO, as applicable; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of the Company or TKO, as applicable, that could have a material effect on the consolidated financial statements of the Company or TKO, as applicable. Since the Reference Date, none of the Company, the Executive Committee, the audit committee of the Company or, to the Knowledge of the Company, the Company’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company that has not been remediated prior to the date hereof; (B) illegal act or fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in internal controls over financial reporting of the Company; or (C) claim or allegation regarding any of the foregoing. Since September 12, 2023, none of TKO, or to the Knowledge of the Company, TKO’s independent registered accounting firm, has identified or been made aware of any: (I) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by TKO that has not been remediated prior to the date hereof; (II) illegal act or fraud, whether or not material, that involves the management or other employees of TKO who have a significant role in internal controls over financial reporting of TKO; or (III) claim or allegation regarding any of the foregoing. (d) Each of the Company and TKO maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 promulgated under the Exchange Act that are designed to ensure that all information required to be disclosed in such entity’s reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s or TKO’s (as applicable) management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company or TKO (as applicable) and the principal financial officer of the Company or TKO (as applicable) to make the certifications required under the Exchange Act with respect to such reports. The Company, TKO and their respective 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. (e) None of the Company Entities or Company Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among the Company Entities and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (within the meaning of Item 303(a) of Regulation S-K promulgated under the Exchange Act)) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any transactions involving, or liabilities of, a Company Entity or any Company Subsidiary, in each case that are material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, in the Company’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 a Company Entity or any Company Subsidiary with or to the SEC. (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 the SEC Reports. To the Knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review or ongoing investigation by the SEC, in each case, regarding any accounting practice of the Company or TKO.

Financial Statements; Internal Controls. (a) The Company has filed or furnished (or caused to be filed or furnished by any Company Subsidiary, as applicable) 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 a the Company Entity or any Company Subsidiary with or to the SEC (the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Reports or a the Company Entity or any Company Subsidiary and, except to the extent that information in such SEC Report has been revised, amended, modified, or superseded (prior to the date of this Agreement) by a later-filed SEC Report, none of the SEC Reports, when filed or furnished, contained (or, with respect to SEC Reports 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 a the Company Entity or any Company Subsidiary with or to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Other than TKO Group Holdings, Inc. (“TKO”), no Company 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 consolidated financial statements (including related notes and schedules) contained or incorporated by reference in the SEC Reports (the “Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were 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 or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K, or any successor form under the Exchange Act); and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries or TKO and its consolidated Subsidiaries, as applicable, as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries or TKO and its consolidated Subsidiaries, as applicable, 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 to the business of the Company Entities and the Company Subsidiaries, taken as a wholematerial). (c) Each Except as not required in reliance on exemptions from various reporting requirements, including by virtue of the Company’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act, or “smaller reporting company” within the meaning of the Exchange Act, the Company and TKO maintains, (i) with respect to the Company, and at all times since the Reference Date and (ii) with respect to, TKO, since September 12, 2023Date, has maintained, a system of internal controls over financial reporting (within the meaning of Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that (x) solely with respect to the Company (and not TKO), comply with the requirements of the Exchange Act and (y) have been 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 those policies and procedures that: (1i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company or TKO, as applicableCompany; (2ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company or TKO, as applicableCompany; and (3iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of the Company or TKO, as applicable, that could have a material effect on the consolidated financial statements of the Company or TKO, as applicableCompany. Since the Reference Date, none of the Company, the Executive Committee, Board or the audit committee of the Company Board or, to the Knowledge of the Company, the Company’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company that has not been remediated prior to the date hereofCompany; (B) illegal act or fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in internal controls over financial reporting of the Company; or (C) claim or allegation regarding any of the foregoing. Since September 12, 2023, none of TKO, or to the Knowledge of the Company, TKO’s independent registered accounting firm, has identified or been made aware of any: (I) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by TKO that has not been remediated prior to the date hereof; (II) illegal act or fraud, whether or not material, that involves the management or other employees of TKO who have a significant role in internal controls over financial reporting of TKO; or (III) claim or allegation regarding any of the foregoing. (d) Each of the The Company and TKO maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 promulgated under the Exchange Act that are designed to ensure that all information required to be disclosed in such entity’s reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s or TKO’s (as applicable) management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company or TKO (as applicable) and the principal financial officer of the Company or TKO (as applicable) to make the certifications required under the Exchange Act with respect to such reports. The Company, TKO Company and their respective 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. (e) None of the Company Entities or Company Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among the Company Entities and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (within the meaning of Item 303(a) of Regulation S-K promulgated under the Exchange Act)) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any transactions material transaction involving, or material liabilities of, a the Company Entity or any Company Subsidiary, in each case that are material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, Subsidiary in the Company’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 a the Company Entity or any Company Subsidiary with or to the SEC. (f) As of the date of this Agreement, there There is no outstanding or unresolved comment in any comment letter received from the SEC with respect to the SEC Reports. To the Knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review and there is no inquiry or ongoing investigation by the SEC, or any internal investigation pending or threatened, in each case, regarding any accounting practice of the Company or TKOCompany.

Financial Statements; Internal Controls. (a) The Company Since January 1, 2021, Paramount has filed or furnished (or caused to be filed or furnished by any Company Subsidiary, as applicable) 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 a Company Entity or any Company Subsidiary Paramount with or to the SEC (the “Paramount SEC ReportsDocuments”). As of their respective datesfiling or furnished date (or (x) if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing, or (y) in the case of a registration statement, on the effective date of such filing), the Paramount SEC Reports Documents complied as to form 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 Paramount SEC Reports Documents or a Company Entity or any Company Subsidiary Paramount and, except to the extent that information in such Paramount SEC Report Document has been revised, amended, modified, or superseded (prior to the date of this Agreement) by a later-filed or furnished Paramount SEC ReportDocument, none of the Paramount SEC Reports, when filed Documents as of such filing or furnished, furnished dates contained (or, or with respect to Paramount SEC Reports 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 a Company Entity or any Company Subsidiary Paramount with or to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Other than TKO Group HoldingsNo Subsidiary of Paramount, Inc. (“TKO”)including New Paramount or any Merger Sub, no Company Subsidiary is required to file or furnish any report, statement, schedule, form, registration statement, proxy statementInformation Statement, certification, or other document with, or make any other filing with, or furnish any other material to, the SEC. (b) The consolidated financial statements (including related notes and schedules) contained or incorporated by reference in the Paramount SEC Reports Documents as of their filing or furnished date with the SEC (or (x) if amended or superseded by a filing prior to the “Financial Statements”date of this Agreement, the date of such amended or superseding filing, with respect to the consolidated financial statements that are amended or restated therein, or (y) in the case of a registration statement, on the effective date of such filing, with respect to the consolidated financial statements that are included therein): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except 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, as permitted by Form 10-Q, Form 8-K, or any successor form under the Exchange Act); and (iii) fairly present, in all material respects, the consolidated financial position of the Company Paramount and its consolidated Subsidiaries or TKO and its consolidated Subsidiaries, as applicable, as of the respective dates thereof and the consolidated results of operations and cash flows of the Company Paramount and its consolidated Subsidiaries or TKO and its consolidated Subsidiaries, as applicable, 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 to the business of the Company Entities Paramount and the Company its Subsidiaries, taken as a whole). (c) Each of the Company and TKO Paramount maintains, (i) with respect to the Company, and at all times since the Reference Date and (ii) with respect toJanuary 1, TKO, since September 12, 2023, 2021 has maintained, a system of internal controls over financial reporting (within the meaning of Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that (x) solely with respect to the Company (and not TKO), comply with the requirements of the Exchange Act and (y) have has been 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 those policies and procedures that: (1i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company or TKO, as applicableParamount; (2ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP ▇▇▇▇ and that receipts and expenditures are being made executed only in accordance with authorizations of management and directors of the Company or TKO, as applicableParamount; and (3iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of the Company or TKO, as applicable, Paramount that could have a material effect on the Paramount’s consolidated financial statements of the Company or TKO, as applicablestatements. Since the Reference DateJanuary 1, 2021, none of the CompanyParamount, the Executive CommitteeParamount Board, the its audit committee of the Company or, to the Knowledge knowledge of the CompanyParamount, the CompanyParamount’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company that has not been remediated prior to the date hereofParamount; (B) illegal act or fraud, whether or not material, that involves the management or other employees of the Company Paramount who have a significant role in Paramount’s internal controls over financial reporting of the Companyreporting; or (C) claim or allegation regarding any of the foregoing. Since September 12, 2023, none of TKO, or to the Knowledge of the Company, TKO’s independent registered accounting firm, has identified or been made aware of any: (I) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by TKO that has not been remediated prior to the date hereof; (II) illegal act or fraud, whether or not material, that involves the management or other employees of TKO who have a significant role in internal controls over financial reporting of TKO; or (III) claim or allegation regarding any of the foregoing. (d) Each of the Company and TKO Paramount maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 promulgated under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in such entityParamount’s reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the CompanyParamount’s or TKO’s (as applicable) management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company or TKO (as applicable) Paramount and the principal financial officer of the Company or TKO (as applicable) Paramount to make the certifications required under the Exchange Act with respect to such reports. The Company, TKO and their respective 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. (e) None Neither Paramount nor any of the Company Entities or Company its Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among the Company Entities Paramount and any Company Subsidiaryof its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose entityEntity, on the other hand, or any “off-balance sheet arrangement” (within the meaning of Item 303(a) of Regulation S-K promulgated under the Exchange Act)) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any transactions material transaction involving, or material liabilities of, a Company Entity Paramount or any Company Subsidiary, of its Subsidiaries in each case that are material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, in the CompanyParamount’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 a Company Entity or any Company Subsidiary with or to the SECParamount 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 the Paramount SEC ReportsDocuments. To the Knowledge knowledge of the CompanyParamount, none of the Paramount SEC Reports Documents is the subject of ongoing SEC review and there is no material inquiry or ongoing investigation by the SECSEC of which it has been notified, or any material internal investigation pending or threatened, in each case, regarding any accounting practice of the Company or TKOParamount.

Financial Statements; Internal Controls. (a) The Company has TKO Parties have filed or furnished (or caused to be filed or furnished by any Company Subsidiary, as applicable) 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 a Company Entity or any Company Subsidiary with or to the SEC (the “TKO SEC Reports”). As of their respective dates, the TKO SEC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and applicable to such TKO SEC Reports or a Company Entity or any Company Subsidiary the TKO Parties and, except to the extent that information in such TKO SEC Report has been revised, amended, modified, or superseded (prior to the date of this Agreement) by a later-filed TKO SEC Report, none of the TKO SEC Reports, when filed or furnished, contained (or, with respect to TKO SEC Reports 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 a Company Entity or any Company Subsidiary the TKO Parties with or to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Other than TKO Group Holdings, Inc. (“TKO”), no Company 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 consolidated financial statements (including related notes and schedules) contained or incorporated by reference in the TKO SEC Reports (the “TKO Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were 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 or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K, or any successor form under the Exchange Act); and (iii) fairly present, in all material respects, the consolidated financial position of the Company TKO PubCo and its consolidated Subsidiaries or TKO and its consolidated Subsidiaries, as applicable, as of the respective dates thereof and the consolidated results of operations and cash flows of the Company TKO PubCo and its consolidated Subsidiaries or TKO and its consolidated Subsidiariessubsidiary, as applicable, 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 to the business of the Company Entities TKO PubCo and the Company its Subsidiaries, taken as a whole). (c) Each of the Company and TKO maintains, (i) with respect to the Company, at all times since the Reference Date and (ii) with respect to, TKO, since September 12, 2023, has maintained, a system of internal controls over financial reporting (within the meaning of Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that (x) solely with respect to the Company (and not TKO), comply with the requirements of the Exchange Act and (y) have been 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 those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company or TKO, as applicable; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company or TKO, as applicable; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of the Company or TKO, as applicable, that could have a material effect on the consolidated financial statements of the Company or TKO, as applicable. Since the Reference Date, none of the Company, the Executive Committee, the audit committee of the Company or, to the Knowledge of the Company, the Company’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company that has not been remediated prior to the date hereof; (B) illegal act or fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in internal controls over financial reporting of the Company; or (C) claim or allegation regarding any of the foregoing. Since September 12, 2023, none of TKO, or to the Knowledge of the Company, TKO’s independent registered accounting firm, has identified or been made aware of any: (I) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by TKO that has not been remediated prior to the date hereof; (II) illegal act or fraud, whether or not material, that involves the management or other employees of TKO who have a significant role in internal controls over financial reporting of TKO; or (III) claim or allegation regarding any of the foregoing. (d) Each of the Company and TKO maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 promulgated under the Exchange Act that are designed to ensure that all information required to be disclosed in such entity’s reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s or TKO’s (as applicable) management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company or TKO (as applicable) and the principal financial officer of the Company or TKO (as applicable) to make the certifications required under the Exchange Act with respect to such reports. The Company, TKO and their respective 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. (e) None of the Company Entities or Company Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among the Company Entities and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (within the meaning of Item 303(a) of Regulation S-K promulgated under the Exchange Act)) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any transactions involving, or liabilities of, a Company Entity or any Company Subsidiary, in each case that are material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, in the Company’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 a Company Entity or any Company Subsidiary with or to the SEC. (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 the SEC Reports. To the Knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review or ongoing investigation by the SEC, in each case, regarding any accounting practice of the Company or TKO.