Common use of Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Clause in Contracts

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and its subsidiaries and their respective Boards of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Except as set forth in the General Disclosure Package and the Final Offering Memorandum, Parent, the Company and its subsidiaries the Subsidiaries and their respective Boards Parent’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated all applicable Exchange Rules in connection therewithall material respects. The Company and its subsidiaries maintain systems Parent maintains a system of “internal control controls over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) (collectively, “Internal Controls”) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus Offering Memorandum fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Parent has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the Company and next 90 days Parent does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the Prospectus, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and the all applicable rules and regulations promulgated in connection therewithof The New York Stock Exchange (“Exchange Rules”). The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the Securities Act, the Exchange Act, the rules and regulations of the Commission (the “Rules and Regulations”), the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in ▇▇▇▇▇▇▇▇-▇▇▇▇▇) promulgated or approved by the Public Company Accounting Oversight Board and the Exchange Rules (collectively, “Securities Laws”) and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivE) 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 Internal Controls are, and or upon consummation of the offering of the Securities will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and its subsidiaries and their respective Boards each of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data . Except as described in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and Package, since the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal yearinception, there has been (1) no material weakness or significant deficiency in the Company’s “internal control over financial reporting reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information 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, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement, the date of the Preliminary Prospectus Supplement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and its subsidiaries and their respective Boards each of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data . Except as described in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and Package, since the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal yearinception, there has been (1) no material weakness or significant deficiency in the Company’s “internal control over financial reporting reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information 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, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth below and in the General Disclosure Package, the Company, its subsidiaries and their respective Boards and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems of “maintains effective internal control controls over financial reporting” (reporting and effective disclosure controls and procedures, each as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of 13a-15 under the Exchange Act and have been designed by(collectively, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls “Internal Controls”) that are sufficient to provide reasonable assurances that (i) records are maintained that accurately and fairly reflect in reasonable detail the transactions are executed in accordance with management’s general or specific authorizationsand the dispositions of the assets of the Company, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assetsprinciples, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected. The Company and its subsidiaries have disclosed or reported to Internal Controls are overseen by the Audit Committee or (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of Directors of the Company and the Company’s auditors latest audited financial statements included in the General Disclosure Package and the Prospectus, there have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role no changes in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of reporting that occurred during the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting quarter that has have materially affected, or is are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof, it has no knowledge of (and as of the date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or other matter, any of which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as disclosed in the Registration Statement or the Prospectus, the Company, its Subsidiaries and its subsidiaries and their respective Boards the Company’s Board of Directors are in compliance with the all applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithExchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that complies with the applicable Securities Laws are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee of the Board (vthe “Audit Committee”) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reportingExchange Rules. Except as disclosed, reported disclosed in the Registration Statement or advised in accordance with the immediately preceding sentenceProspectus, since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent balance sheet of the Company reviewed or audited by the Company’s accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there have been no significant changes in internal controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses. “Securities Laws” means, collectively, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”), the Securities Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in ▇▇▇▇▇▇▇▇-▇▇▇▇▇) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the Exchange (“Exchange Rules”).

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and its subsidiaries and their respective Boards of Directors are is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith("SOX"). The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, "Internal Controls") that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee (vthe "Audit Committee") of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable theretoof NYSE. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Company’s internal controls over financial reportingapplicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed, reported disclosed in the Registration Statement or advised in accordance with the immediately preceding sentenceProspectus, since the end date of the Company’s most recent audited fiscal yearevaluation of such system of internal accounting controls, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, "Securities Laws" means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of "issuers" (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (i) The Company and its subsidiaries and their respective Boards maintains a system of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been accounting controls designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, . The Company’s internal control over financial reporting is effective and (v) the interactive data Company is not aware of any material weaknesses in eXtensible Business Reporting Language incorporated by reference its internal control over financial reporting. Since the date of the latest audited financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal yearOffering Memorandum, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (other than as set forth in the General Disclosure Package and the Final Offering Memorandum). The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) that comply with the requirements of the Exchange Act. (ii) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to materially comply with any applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder. Each of the principal executive officer and 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 Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to all reports, schedules, forms, statements and other documents required to be filed by it or furnished by it to the Commission during the past 12 months. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and its subsidiaries and their respective Boards Board of Directors (the “Board”) are in compliance in all material respects with the provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all applicable Exchange Rules. Except as disclosed in the General Disclosure Package, the Company maintains a system of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that are designed to comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, 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 Internal Controls are, and upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Company’s internal controls over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed, reported or advised described in accordance with the immediately preceding sentenceGeneral Disclosure Package, since the end of the Company’s most recent audited fiscal year, there has been (1i) no “material weakness or significant deficiency weakness” (as defined in Public Company Accounting Oversight Board Standard No. 2) in the Company’s internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f), ) and (2ii) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the Prospectus, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all applicable rules of the rules and regulations promulgated in connection therewithNYSE (“Exchange Rules”). The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the Securities Act, the Exchange Act, the rules and regulations of the Commission (the “Rules and Regulations”), the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in ▇▇▇▇▇▇▇▇-▇▇▇▇▇) promulgated or approved by the Public Company Accounting Oversight Board and the Exchange Rules (collectively, “Securities Laws”) and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivE) 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 Internal Controls are, or upon consummation of the offering of the Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (v) each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus or any Issuer Free Writing Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported Company’s Internal Controls are designed to ensure that material information relating to the Audit Committee or the Board of Directors of the Company and is made known to the Company’s auditors have been advised of: (i) all Chief Executive Officer and Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant deficiencies and or material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect been identified for the Company’s ability to record, process, summarize Chief Executive Officer 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 Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingits Chief Financial Officer.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, ; and (v) the The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, Statement and the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 2, 2016, the Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: Audit Committee or the Board, (iA) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as discloseddeficiency, reported or advised in accordance with the immediately preceding sentence(B) a material weakness, since the end of the Company’s most recent audited fiscal year, there has been (1C) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors are (the “Board”) have taken all necessary actions to ensure that the Company is in compliance in all material respects with the applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithExchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters, internal control over financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws, except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus. The Internal Controls are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, the information called for in all material respects and Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or not reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The From and after the date of the initial filing of the Registration Statement, the Company and its subsidiaries and their respective Boards Board of Directors (the “Board”) are in compliance in all material respects with the provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions▇, to provide reasonable assurance regarding the reliability extent applicable, and all applicable Exchange Rules. Except as disclosed in the General Disclosure Package, the Company maintains a system of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that are designed to comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, 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 Internal Controls are, and or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Company’s internal controls over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed, reported or advised described in accordance with the immediately preceding sentenceGeneral Disclosure Package, since the end of the Company’s most recent audited fiscal year, there has been (1i) no “material weakness or significant deficiency weakness” (as defined in Public Company Accounting Oversight Board Standard No. 2) in the Company’s internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f), ) and (2ii) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and Package, since January 3, 2009, the Final Prospectus fairly presents the information called for in all material respects and Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: Audit Committee or the Board, (iA) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as discloseddeficiency, reported or advised in accordance with the immediately preceding sentence(B) a material weakness, since the end of the Company’s most recent audited fiscal year, there has been (1C) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the all applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated Exchange Rules. Except as described in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with Registration Statement, the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting General Disclosure Package and the preparation Prospectus, the Company maintains a system of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that complies with the applicable Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee of the Board (vthe “Audit Committee”) in accordance with the interactive data in eXtensible Business Reporting Language incorporated by reference Exchange Rules. Except as described in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, the information called for in all material respects and Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors Board, and as of the date hereof is not aware of any facts or circumstances that would require the Company and to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Company’s internal controls over financial reportingapplicable Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as discloseddescribed in the Registration Statement, reported or advised in accordance with the immediately preceding sentenceGeneral Disclosure Package and the Prospectus, since the end date of the Company’s most recent latest audited fiscal yearfinancial statements included in the General Disclosure Package, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the General Disclosure Package, the Company, its Subsidiaries and its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company maintains a system of internal controls, including disclosure controls and its subsidiaries maintain systems of “procedures, internal control controls over accounting matters and financial reporting” , an internal audit function and legal and regulatory compliance controls (as defined in Rule 13a-15(f) of the Exchange Act) collectively, “Internal Controls”), that comply with the requirements of the Exchange Act Securities Laws and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizationsauthorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors Board, except as set forth in the General Disclosure Package and the Final Prospectus in the fifth sentence of the Company second paragraph under the heading “Risk Factors–Risks Related to this Offering and the Company’s auditors have been advised of: (i) all significant deficiencies and Ownership of Our Common Stock–Any material weaknesses in the design or operation of our internal controls over may impede our ability to produce timely and accurate financial statements, which could cause us to fail to file our periodic reports timely, result in inaccurate financial reporting which have adversely affected or are restatements of our financial statements, subject our stock to delisting and materially harm our business, results of operations, financial condition and stock price”, and within the next 135 days the Company does not reasonably likely expect to adversely affect publicly disclose or report to the Company’s ability to recordAudit Committee or the Board, processa significant deficiency, summarize and report financial information; and (ii) any fraudmaterial weakness, whether change in Internal Controls or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter relating to Internal Controls, which matter, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company (i) Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. all applicable Exchange Rules. (ii) The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (vE) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for has been prepared in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. . (iii) The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. (iv) The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board within the next 90 days, a significant deficiencies and deficiency, material weaknesses in the design weakness or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no any material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affectedviolation of, or is reasonably likely material failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and its subsidiaries and their respective Boards of Directors are in compliance with Sarbanes — Oxley and the Exchange Rules as applicable to them and have taken all necessary actions to ensure that they will be in compliance with all applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with which the Company and its subsidiaries are required to comply as of 2002 the initial filing or effectiveness, as the case may be, of the Registration Statement and are actively taking steps to ensure that they will be in compliance with other provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ not currently in effect, upon the rules and regulations promulgated in connection therewitheffectiveness of such provisions, or which will become applicable to them at all times after the effectiveness of the Registration Statement. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), including any corrective actions with regard to significant deficiencies and material weaknesses and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, ; and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, Statement and the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as set forth in the General Disclosure Package or disclosed to the Representatives, since December 31, 2016, the Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: Audit Committee or the Board, (iA) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as discloseddeficiency, reported or advised in accordance with the immediately preceding sentence(B) a material weakness, since the end of the Company’s most recent audited fiscal year, there has been (1C) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no a change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Company, its Subsidiaries and its subsidiaries Affiliated Entities and their respective Boards the Company’s Board of Directors (the “Board”), upon the effectiveness of the Registration Statement, are and, upon the completion of the offering of the Shares, will be, in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the all rules and regulations promulgated in connection therewith. The Company thereunder or implementing the provisions thereof (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) all applicable rules of the Exchange Act) that comply with NYSE. Except as disclosed in the requirements Registration Statement, the Time of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting Sale Prospectus and the preparation Prospectus, the Company maintains a system of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission, the rules of the NYSE and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reportingNYSE. Except as disclosed, reported or advised described in accordance with the immediately preceding sentenceTime of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the Time of Sale Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and the rules of NYSE.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the all applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithExchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (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, (v) unauthorized acquisitions, use or dispositions of the Company’s assets that could have a material effect on the consolidated financial statements are prevented or timely detected and (vvi) the interactive data in eXtensible Business Reporting Language included as an exhibit to any document incorporated by reference in into the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for Statement is materially accurate in all material respects and has been prepared respects. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Company’s internal controls over financial reporting. Except as disclosedSecurities Laws, reported or advised in accordance with the immediately preceding sentenceany matter which, since the end of the Company’s most recent audited fiscal yearif determined adversely, there has been (1) no material weakness would, individually or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated)aggregate, and (2) no change result in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportinga Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, 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 Internal Controls over financial reporting are effective and (v) the interactive data Company is not aware of any material weakness in eXtensible Business Reporting Language incorporated by reference its Internal Control over financial reporting. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentenceProspectus, since the end of the Company’s most recent audited fiscal yearDecember 31, 2008, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Internal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s internal control over principal executive officer and principal financial reportingofficer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the General Disclosure Package, the Company, its Significant Subsidiaries and its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all applicable Exchange Rules presently in effect and which the Company, its Significant Subsidiaries and the rules Board are required to comply with as of the effectiveness of the Registration Statement and regulations promulgated are taking steps to ensure that they will be in connection therewithcompliance with all other provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and the Exchange Rules which will become applicable to them at all times after the effectiveness of the Registration Statement. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and Package, the Final Prospectus fairly presents the information called for in all material respects and Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, a significant deficiency, material weakness, change in Internal Controls that would require disclosure on Form 20-F under the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design Exchange Act or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes­Oxley Act of 2002 2002, as amended, and all applicable rules of the rules and regulations promulgated in connection therewithNYSE. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, since the information called for date of the filing of the Company’s most recent Annual Report on Form 10­K included in all material respects and the General Disclosure Package, the Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: Audit Committee or the Board, (i) all any significant deficiencies and material weaknesses deficiency in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) data, any fraudmaterial weakness in Internal Controls, whether any material change in Internal Controls or not material, that involves any fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported an “Internal Control Event”) or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1ii) no any material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affectedviolation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and its subsidiaries and their respective Boards each of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as discloseddescribed in the Prospectus, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal yearpast three years, there has been (1) no material weakness or significant deficiency in the Company’s “internal control over financial reporting reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information 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, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the Registration Statement, the General Disclosure Package and its subsidiaries the Final Prospectus, the Company, the Controlled Entities and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries the Controlled Entities maintain systems a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) material information relating to the interactive data Company and the Controlled Entities is made known to the Company’s chief executive officer and chief financial officer by others within those entities and (vi) each of the Company and the Controlled Entities has made and kept books, records and accounts which, in eXtensible Business Reporting Language incorporated reasonable detail, accurately and fairly reflect the transactions of such entity and provide a sufficient basis for the preparation of financial statements in conformity with the generally accepted accounting policies in the United States. The Internal Controls, upon consummation of the offering of the Offered Shares, will be overseen by reference the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents under the information called for in all material respects headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” the Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Company’s internal controls over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as discloseddisclosed in the Registration Statement, reported or advised in accordance with the immediately preceding sentenceGeneral Disclosure Package and the Final Prospectus, since the end of the Company’s most recent latest audited fiscal yearconsolidated financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been (1i) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting or fraud, whether or not material, involving management or other employees who have a significant role in the Company’s control over financial reporting.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Company, the directors and its subsidiaries officers of the Company, the Controlled Entities and their respective Boards of Directors the Board are in compliance with the provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all Exchange Rules that are applicable to them as of 2002 and the rules and regulations promulgated in connection therewithdate of this Agreement. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) each of the Exchange Act) that comply with the requirements Controlled Entities maintain a system of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances assurances, regarding the reliability of financial reporting, that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls will be, and upon consummation of the offering of the Offered Securities, overseen by an Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except reporting and disclosure controls (as disclosedsuch terms are defined in Rule 13a-15(f) and Rule 13a-15(e), reported or advised in accordance respectively) comply with the immediately preceding sentence, since requirements of the Exchange Act and the Company’s internal control over financial reporting is effective. Since the end of the Company’s most recent latest audited fiscal yearconsolidated financial statements included in the General Disclosure Package, there has been (1i) no significant deficiency or material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and ) ,(2ii) no change in the Company’s internal control over financial reporting reporting, (iii) no fraud involving management or other employees who have a significant role in Internal Controls and (iv) any violation of, or failure to comply with, the Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the Exchange Rules and, with respect to independent directors who are members of the Audit Committee, the Sarbanes Oxley.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as disclosed in the Registration Statement, the General Disclosure Package and its subsidiaries the final prospectus, the Company, the Controlled Entities and their respective Boards of Directors the Board are in compliance with the provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all Exchange Rules that are applicable to them as of 2002 and the rules and regulations promulgated in connection therewithdate of this Agreement. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (vE) the interactive data Company has made and kept books, records and accounts which, in eXtensible Business Reporting Language incorporated reasonable detail, accurately and fairly reflect the transactions and dispositions of assets. The Internal Controls are, or upon consummation of the Offered Shares will be, overseen by reference the Audit Committee (the “Audit Committee”) of the Board. The Company’s internal controls over financial reporting and disclosure controls (as such terms are defined in Rule 13a-15(f) and Rule 13a-15(e) of the Exchange Act, respectively) comply with the requirements of the Exchange Act. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, the information called for in all material respects and Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in material compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, ; and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, Statement and the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since December 29, 2012, the Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: Audit Committee or the Board, (iA) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as discloseddeficiency, reported or advised in accordance with the immediately preceding sentence(B) a material weakness, since the end of the Company’s most recent audited fiscal year, there has been (1C) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no a change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A), (E) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the Registration Statement, the General Disclosure Package and its subsidiaries the Final Prospectus, the Company, the Controlled Entities and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the Offered Shares will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents under the information called for in all material respects headings “ Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” the Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Company’s internal controls over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as discloseddisclosed in the Registration Statement, reported or advised in accordance with the immediately preceding sentenceGeneral Disclosure Package and the Final Prospectus, since the end of the Company’s most recent latest audited fiscal yearconsolidated financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been (1i) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting or fraud, whether or not material, involving management or other employees who have a significant role in the Company’s control over financial reporting. Each of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and all applicable Exchange Rules.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the General Disclosure Package, the Company, its Subsidiaries and its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company maintains a system of internal controls, including disclosure controls and its subsidiaries maintain systems of “procedures, internal control controls over accounting matters and financial reporting” , an internal audit function and legal and regulatory compliance controls (as defined in Rule 13a-15(f) of the Exchange Act) collectively, “Internal Controls”), that comply with the requirements of the Exchange Act Securities Laws and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizationsauthorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors Board, except as set forth in or incorporated by reference in the General Disclosure Package and the Final Prospectus in the fifth sentence of the Company first paragraph under the heading “Risk Factors–Risks Related to this Offering and the Company’s auditors have been advised of: (i) all significant deficiencies and Ownership of Our Common Stock–Any material weaknesses in the design or operation of our internal controls over may impede our ability to produce timely and accurate financial statements, which could cause us to fail to file our periodic reports timely, result in inaccurate financial reporting which have adversely affected or are restatements of our financial statements, subject our stock to delisting and materially harm our business, results of operations, financial condition and stock price”, and within the next 135 days the Company does not reasonably likely expect to adversely affect publicly disclose or report to the Company’s ability to recordAudit Committee or the Board, processa significant deficiency, summarize and report financial information; and (ii) any fraudmaterial weakness, whether change in Internal Controls or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter relating to Internal Controls, which matter, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with Exchange Rules. Since the Commissionfiling of the Company’s rules and guidelines applicable thereto. The annual report on Form 10-K for the year ended September 30, 2011, the Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, material change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any such matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries maintain a system of disclosure controls and procedures that complies with the Exchange Act and is sufficient to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Rules and Regulations, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s internal controls over financial reporting. Except management as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely appropriate to materially affect, the Company’s internal control over financial reportingallow timely decisions regarding required disclosure.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, ; and (v) the The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, Statement and the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the General Disclosure Package, since January 3, 2015, the Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: Audit Committee or the Board, (iA) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as discloseddeficiency, reported or advised in accordance with the immediately preceding sentence(B) a material weakness, since the end of the Company’s most recent audited fiscal year, there has been (1C) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company, the Controlled Entities and the Board of the Company and its subsidiaries and their respective Boards of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the all rules and regulations promulgated in connection therewiththereunder or implementing provisions thereof and all applicable Exchange Rules. The Company Group maintains a system of internal controls, including, but not limited to, disclosure controls and its subsidiaries maintain systems of “internal control over financial reporting” procedures (as such term is defined in Rule 13a-15(f13a-15(e) of under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited toAct, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) material information relating to the interactive data Company and the Controlled Entities is made known to the Company’s chief executive officer and chief financial officer by others within those entities, (vi) internal accounting and financial reporting controls are effective to perform the functions for which they were established, are documented properly and the implementation of such internal accounting and financial reporting controls are monitored by the responsible persons. The Internal Controls are, or upon consummation of the offering of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents under the information called for in all material respects headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” the Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Company’s internal controls over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as discloseddisclosed in the Registration Statement, reported or advised in accordance with the immediately preceding sentenceGeneral Disclosure Package and the Final Prospectus, since the end of the Company’s most recent latest audited fiscal yearconsolidated financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been (1i) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting or fraud, whether or not material, involving management or other employees who have a role in the Company’s control over financial reporting. Each of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and all applicable Exchange Rules.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and its subsidiaries and their respective Boards maintains a system of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control controls over financial reporting” reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) (collectively, “Internal Controls”) that comply with the requirements of the Exchange Act Securities Laws and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) . Since the interactive data in eXtensible Business Reporting Language incorporated by reference date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal yearProspectus, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement, and rectify any material weakness identified in its internal control over financial reporting in all material respects as soon as practicable. The Company will, within a reasonable time after the effectiveness of the Registration Statement, establish and maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act. Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended (“Sarbanes Oxley”) and all applicable rules of The Nasdaq Stock Market (the rules “Exchange Rules,” and regulations promulgated in connection therewithtogether with the Securities Act, the Exchange Act, and Sarbanes Oxley, the “Securities Laws”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and its subsidiaries maintain systems of procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange ActInternal Controls”) that comply with the requirements of the Exchange Act applicable Securities Laws and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles in the United States (“U.S. GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, SEC Filings is accurate. The Internal Controls are overseen by the General Disclosure Package and Audit Committee of the Final Prospectus fairly presents Board (the information called for in all material respects and has been prepared “Audit Committee”) in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, adverse change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Company’s internal controls over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed, reported or advised in accordance with Since the immediately preceding sentence, since date of the end most recent evaluation of the Company’s most recent audited fiscal yeardisclosure controls and procedures and internal controls, there has have been (1) no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regards to significant deficiencies and material weakness or significant deficiency in weaknesses. The principal executive officer and principal financial officer of the Company’s internal control over financial reporting (whether or not remediated)Company have made all certifications required by Sarbanes Oxley and any related rules and regulations promulgated by the SEC, and (2) no change the statements contained in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingeach such certification are complete and correct.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries Subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no adverse change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Internal Controls are, or upon consummation of the offering of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, all applicable Rules and Regulations promulgated under the Exchange Act and the rules and regulations of the NASDAQ. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days, the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a “significant deficiency” or “material weakness” (each, as defined in Rule 12b-2 of the Exchange Act), a change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, ▇▇▇▇▇▇▇▇-▇▇▇▇▇, all applicable Rules and Regulations promulgated under the Exchange Act and the rules and regulations of the NASDAQ, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Company, its subsidiaries and their respective Boards the Company's Board of Directors (the "Board") are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, "Internal Controls") that comply with the Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s 's general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States applied on a consistent basis (“"GAAP”") and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s 's general or specific authorization, (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (vE) the interactive data Company has adopted and applies corporate governance guidelines. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the "Audit Committee") of the Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, since the information called for in all material respects date of the Company's most recently audited fiscal year, there has not been, and has been prepared in accordance with within the Commission’s rules and guidelines applicable thereto. The next 180 days the Company and its subsidiaries have disclosed does not reasonably expect to publicly disclose or reported report to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls (each, an "Internal Control Event"), any violation of, or failure to comply with, the Company’s Securities Laws, or any other matter involving internal controls over financial reporting. Except as disclosedthat, reported or advised in accordance with the immediately preceding sentenceif determined adversely, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingwould have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Company, its Subsidiaries and its subsidiaries Affiliated Entities and their respective Boards the Company’s Board of Directors (the “Board”), upon the effectiveness of the Registration Statement, are and, upon the completion of the offering of the Shares, will be in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the all rules and regulations promulgated in connection therewith. The Company thereunder or implementing the provisions thereof (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) all applicable rules of the Exchange Act) that comply with Nasdaq. Except as disclosed in the requirements Registration Statement, the Time of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting Sale Prospectus and the preparation Prospectus, the Company maintains a system of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reportingNasdaq. Except as disclosed, reported or advised described in accordance with the immediately preceding sentenceTime of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the Time of Sale Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and the rules of Nasdaq.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function, and legal and regulatory compliance controls (collectively, “Internal Controls”), that comply in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have Audit Committee or the Board, a significant deficiency (except any that has been advised of: (i) all significant deficiencies and remediated), material weaknesses in the design weakness or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Company’s internal controls over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since Since the end of the Company’s most recent audited last completed fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting its Internal Controls that has materially affected, or is reasonably likely to materially affect, its Internal Controls, and the Company’s internal control over financial reportingCompany has not implemented and does not reasonably expect to implement any such change in its current fiscal quarter.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and the rules and regulations promulgated in connection therewiththereunder) applicable to the Company. The Company and its subsidiaries maintain systems maintains a system of “internal control controls over financial reporting” reporting (as defined in Rule 13a-15(f) of the Exchange Act“Internal Controls”) that comply in all material respects with the requirements of the Exchange Act all applicable Securities Laws and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assetsassets is maintained, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as would not, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference individually or in the Registration Statementaggregate, have a Material Adverse Effect, (x) since January 29, 2011, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee (the “Audit Committee”) of the Board or the Board of Directors of the Company any significant deficiency or material weakness, or a material and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses adverse change, in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated)Internal Controls, and (2y) no change in within the Company’s internal control over financial reporting that has materially affectednext 135 days, the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board a material weakness, or a material and adverse change, in Internal Controls or any fraud involving management or other employees who have a significant role in Internal Controls. The Company has established “disclosure controls and procedures” (as such term is reasonably likely to materially affect, defined in Rule 13a-15(e) under the Company’s internal control Exchange Act) over financial reportingthe Company and its subsidiaries; such disclosure controls and procedures are effective.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the General Disclosure Package and its the Final Offering Circular, the Company, it subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated Exchange Rules, in connection therewitheach case to the extent applicable. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”), that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (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, differences and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been Offering Circular is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are, and upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would result in a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Company, its Subsidiaries and its subsidiaries Affiliated Entities and their respective Boards the Company’s Board of Directors are (the “Board”) will be in compliance with all applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and all applicable rules of the NASDAQ upon the completion of the offering of the Shares. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the rules and regulations promulgated in connection therewith. The Prospectus, the Company and its subsidiaries maintain systems (i) maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission, the rules of the NASDAQ, (ii) have carried out evaluations of the effectiveness of the disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act, (iii) and such Internal Controls are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with the rules of the NASDAQ. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Final Prospectus fairly presents Prospectus, the information called for in all material respects and Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of the Company Board, a significant deficiency, material weakness, change in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design regulations, or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to recordany matter which, processif determined adversely, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who would have a significant role in the Company’s internal controls over financial reportingMaterial Adverse Effect. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end Each of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in independent directors meets the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in criteria for “independence” under the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Company’s internal control over financial reportingrules and regulations of the Commission and the rules of the NASDAQ.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the ▇▇▇▇ ▇▇▇) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its subsidiaries Chief Financial Officer by others within those entities, and their respective Boards such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s independent auditors and the Audit Committee of the Board of Directors are of the Company have been advised of: (A) all significant deficiencies, if any, in compliance the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (B) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; the Company, the Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting Commission and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingNASDAQ promulgated thereunder.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, 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 Internal Controls are, and or upon consummation of the offering of the Shares will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with Exchange Rules. Since the Commissiondate of the filing of the Company’s rules and guidelines applicable thereto. The Annual Report on Form 10-K for the fiscal year ended December 31, 2009, the Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: Audit Committee or the Board, (i) all any significant deficiencies and material weaknesses deficiency in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) data, any fraudmaterial weakness in Internal Controls, whether any material change in Internal Controls or not material, that involves any fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported an “Internal Control Event”) or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1ii) no any material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affectedviolation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors Board, except as set forth in the General Disclosure Package and the Final Prospectus in the fourth and fifth sentences of the Company second paragraph under the heading “Risk Factors—Risks Related to this Offering, the Securities Markets and the Company’s auditors have been advised of: (i) all significant deficiencies Ownership of our Common Shares—As a result of becoming a public company, we will be obligated to develop and material weaknesses in the design or operation maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which have adversely affected or are reasonably likely to may adversely affect investor confidence in our company and, as a result, the Company’s ability value of our common shares”, and within the next 135 days the Company does not reasonably expect to recordpublicly disclose or report to the Audit Committee or the Board, processa significant deficiency, summarize and report financial information; and (ii) any fraudmaterial weakness, whether change in Internal Controls or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter relating to Internal Controls, which matter, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the all applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated Exchange Rules. Except as described in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting Registration Statement and the preparation Prospectus, the Company maintains a system of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that complies with the applicable Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s 276938411 v5 general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (vF) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with the Exchange Rules. Except as described in the Registration Statement and the Prospectus, the Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors Board, and as of the date hereof is not aware of any facts or circumstances that would require the Company and to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Company’s internal controls over financial reportingapplicable Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed, reported or advised described in accordance with the immediately preceding sentenceRegistration Statement and the Prospectus, since the end date of the Company’s most recent latest audited fiscal yearfinancial statements included in the Prospectus, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith▇. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls Internal Control over financial reporting which have adversely affected or are reasonably likely to adversely affect is effective and the Company’s ability to record, process, summarize and report financial information; and (ii) Company is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role material weakness in the Company’s internal controls its Internal Control over financial reporting. Except as disclosed, reported or advised disclosed in accordance with the immediately preceding sentenceDisclosure Package and the Final Prospectus, since the end of the Company’s most recent audited fiscal yearDecember 31, 2008, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control Internal Control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control Internal Control over financial reporting. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the General Disclosure Package and its subsidiaries the Final Prospectus, the Company, the Subsidiaries, the Consolidated Affiliated Entities and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 ▇, to the extent applicable, and all applicable Exchange Rules. Except as disclosed in the General Disclosure Package and the rules and regulations promulgated in connection therewith. The Final Prospectus, the Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles (“U.S. GAAP”) and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, the information called for in all material respects and Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Company, its Subsidiaries and its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act that are applicable and all applicable Exchange Rules. Except as disclosed in the Registration Statement, General Disclosure Package and Final Prospectus, the Company maintains a system of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, 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 Company has made and kept books, records and (v) accounts which, in reasonable detail, accurately and fairly reflect in all material respects the interactive data in eXtensible Business Reporting Language incorporated by reference transactions and dispositions of assets of such entity. Except as disclosed in the Registration Statement, the General Disclosure Package and Final Prospectus, since the Final Prospectus fairly presents date of the information called for most recent evaluation of the Internal Controls, there have been no significant changes in all the Internal Controls or in other factors that could significantly affect the Internal Controls, including any corrective actions with regard to significant deficiencies and material respects and has been prepared weaknesses. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Commission’s rules Registration Statement, General Disclosure Package and guidelines applicable thereto. The Final Prospectus, the Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Company’s internal controls over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except The Company has taken all necessary actions to ensure that, upon and at all times after the filing of the Initial Registration Statement, the Company and its Subsidiaries and their respective officers and directors, in their capacities as disclosedsuch, reported or advised will be in accordance compliance in all material respects with the immediately preceding sentence, since the end applicable provisions of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting▇▇▇▇▇▇▇▇-▇▇▇▇▇.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, ; and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, Statement and the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as set forth in the General Disclosure Package or disclosed to the Representatives, since December 31, 2016, the Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: Audit Committee or the Board, (iA) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as discloseddeficiency, reported or advised in accordance with the immediately preceding sentence(B) a material weakness, since the end of the Company’s most recent audited fiscal year, there has been (1C) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no a change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended, and all applicable rules of the rules and regulations promulgated in connection therewithNYSE. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, since the information called for date of the filing of the Company’s most recent Annual Report on Form 10-K included in all material respects and the General Disclosure Package, the Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: Audit Committee or the Board, (i) all any significant deficiencies and material weaknesses deficiency in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) data, any fraudmaterial weakness in Internal Controls, whether any material change in Internal Controls or not material, that involves any fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported an “Internal Control Event”) or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1ii) no any material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affectedviolation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Company, its Subsidiaries and its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) and Company’s officers, upon the effectiveness of the Registration Statement are and, upon the completion of the offering of the Shares, will be in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended and the all applicable rules and regulations promulgated in connection therewiththerewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and all applicable rules of NYSE. The Company and its subsidiaries maintain systems Except as disclosed in the Registration Statement, the Time of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting Sale Prospectus and the preparation Prospectus, the Company maintains a system of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the ADSs will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with the rules of NYSE. Except as described in each of the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentenceProspectus, since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and the rules of NYSE.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the Time of Sale Information and the Prospectus, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewiththerewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls Internal Controls over financial reporting which have adversely affected or are reasonably likely to adversely affect effective and the Company’s ability to record, process, summarize and report financial information; and (ii) Company is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role material weakness in the Company’s internal controls its Internal Control over financial reporting. Except as disclosed, reported or advised disclosed in accordance with the immediately preceding sentenceTime of Sale Information and the Prospectus, since the end of the Company’s most recent audited fiscal yearDecember 31, 2023, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Internal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with the Public Company Accounting Oversight Board and the rules of The New York Stock Exchange. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s internal control over principal executive officer and principal financial reportingofficer by others within those entities and that such disclosure controls and procedures are effective.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company has established and its subsidiaries maintains disclosure controls and their respective Boards of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” procedures (as such term is defined in Rule 13a-15(f) of 13a-15 and 15d-15 under the Exchange Act) that comply (A) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, particularly during the periods in which the filings made by the Company with the requirements Commission which it may make under Section 13(a), 13(c) or 15(d) of the Exchange Act and are being prepared, (B) have been designed by, or evaluated for effectiveness as of the Company’s most recent fiscal quarter and (C) are effective to perform the functions for which they were established. The Company has established and maintains internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to Exchange Act) that (a) provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (vb) have been evaluated by the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors management of the Company and (including the Company’s auditors Chief Executive Officer and Chief Financial Officer) for effectiveness as of the end of the Company’s most recent fiscal year. The management of the Company (including the Company’s Chief Executive Officer and Chief Financial Officer) has evaluated any change that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting as of the end of the Company’s most recent fiscal quarter. In addition, not later than the date of the filing with the Commission of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, each of the accountants and the audit committee of the board of directors of the Company have been advised of: of (iA) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. Except as disclosed, reported or advised described in accordance with the immediately preceding sentenceGeneral Disclosure Package and the Final Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1I) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), ) and (2II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (except changes in connection with the merger of the Company and AmSouth Bancorporation (“AmSouth”)).

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and its subsidiaries and their respective Boards maintains a system of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” reporting (as such term is defined in Rule 13a-15(f) of under the Exchange Act) that comply complies with the requirements of the Exchange Act and have has been designed byby the Company’s principal executive officer and principal financial officer, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functionssupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or is effective and the Company is not remediated)aware of any material weaknesses in its internal control over financial reporting. Since the date of the latest audited financial statements included in the Time of Sale Prospectus and the Prospectus, and (2) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement. The Company has established and maintains and evaluates disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act, such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Subsidiaries and Affiliated Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective to perform the functions for which they were established;

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Except as disclosed in the General Disclosure Package, the Company and its subsidiaries and their respective Boards maintains a system of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” reporting (as such term is defined in Rule 13a-15(f) of under the Exchange Act) Act that comply complies with the requirements of the Exchange Act and have has been designed byby the Company’s principal executive officer and principal financial officer, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functionssupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed . Except as disclosed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to recordPackage, 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 Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or is effective and the Company is not remediated)aware of any material weaknesses in its internal control over financial reporting. Except as disclosed in the General Disclosure Package, and (2) since the date of the latest audited financial statements included in the General Disclosure Package, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the General Disclosure Package, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and, except as disclosed in the General Disclosure Package, such disclosure controls and procedures are effective.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The There is and has been no failure on the part of the Company and its subsidiaries and any of the Company’s directors or officers, in their respective Boards capacities as such, to comply with any provision of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended, and the rules and regulations promulgated in connection therewiththerewith applicable to the Company. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls that are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data . Except as disclosed in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and Final Prospectus, since the Final Prospectus fairly presents date of the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors most recent balance sheet of the Company and the Company’s auditors have been advised of: its Subsidiaries reviewed or audited by KPMG LLP, (i) all the Company has not been advised of or become aware of (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to that could adversely affect the Company’s ability of the Company or any of its Subsidiaries to record, process, summarize and report financial information; data, or any material weaknesses in internal controls, and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), Company and each of its Subsidiaries; and (2ii) there have been no change significant changes in the Company’s internal control over financial reporting controls or in other factors that has materially affectedcould significantly affect internal controls, or is reasonably likely including any corrective actions with regard to materially affect, the Company’s internal control over financial reportingsignificant deficiencies and material weaknesses.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and its subsidiaries and their respective Boards has taken all necessary actions to ensure that, upon the effectiveness of Directors are the Registration Statement, it will be in compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the all rules and regulations promulgated thereunder or implementing the provisions thereof (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) that are then in connection therewith. The effect and with which the Company and its subsidiaries maintain systems of “internal control over financial reporting” (is required to comply as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements effectiveness of the Exchange Act and have been designed by, or under Registration Statement. Except as disclosed in the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability Time of financial reporting Sale Prospectus and the preparation Prospectus, the Company maintains a system of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations, including without limitation, the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission, the rules of the Nasdaq Stock Market and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) material information relating to the interactive data in eXtensible Business Reporting Language incorporated Company, its Subsidiaries and Affiliated Entities is made known to the Company’s principal executive officer and principal financial officer by reference in others within those entities. Upon consummation of the Registration Statementoffering of the Shares, the General Disclosure Package and Internal Controls will be, overseen by the Final Prospectus fairly presents Audit Committee (the information called for in all material respects and has been prepared “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with the Commission’s rules of the NASDAQ Stock Market. Except as disclosed in the Time of Sale Prospectus and guidelines applicable thereto. The the Prospectus, the Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all a significant deficiencies and deficiency, material weaknesses weakness, change in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to recordInternal Controls, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reportingInternal Controls, any violation of, or failure to comply with laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end Each of the Company’s most recent independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ Stock Market and, with respect to independent directors who are members of the Audit Committee, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and the rules of NASDAQ Stock Market. Since the date of the latest audited fiscal yearfinancial statements included in the Time of Sale Prospectus and the Prospectus, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (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, differences and (v) the interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the any Registration Statement, any Statutory Prospectus and the General Disclosure Package and the Final Prospectus fairly presents present the information called for in all material respects and has been are prepared in accordance with the Commission’s rules and guidelines applicable theretothereto . The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board, and currently does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, within the next 90 days, a “material weakness” (as defined in Public Company Accounting Oversight Board of Directors of the Company and the Company’s auditors have been advised of: (iUnited States) all significant deficiencies and material weaknesses Standard No. 2), change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company [Except as disclosed in the General Disclosure Package and its subsidiaries the Final Prospectus,] the Company, the Controlled Entities and their respective Boards of Directors the Board are in compliance with the provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all Exchange Rules that are applicable to them as of 2002 and the rules and regulations promulgated in connection therewithdate of this Agreement. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) each of the Exchange Act) that comply with the requirements Controlled Entities maintain a system of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances assurances, regarding the reliability of financial reporting, that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls will be, and upon consummation of the offering of the Offered Securities, overseen by an Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since Since the end of the Company’s most recent latest audited fiscal yearconsolidated financial statements included in the General Disclosure Package, there has been (1i) no significant deficiency or material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and ) ,(2ii) no change in the Company’s internal control over financial reporting reporting, (iii) no fraud involving management or other employees who have a significant role in Internal Controls and (iv) any violation of, or failure to comply with, the Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the Exchange Rules and, with respect to independent directors who are members of the Audit Committee, the Sarbanes Oxley.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the General Disclosure Package and its subsidiaries the Final Prospectus, the Company, the Controlled Entities and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the Offered Shares will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents under the information called for headings “Risk Factors” and “Item 15. Controls and Procedures,” there are no material weaknesses or significant deficiencies in all material respects and has been prepared in accordance with the CommissionCompany’s rules and guidelines applicable theretointernal controls. The Company Company’s auditors and its subsidiaries have disclosed or reported to the Audit Committee or of the Board of Directors of the Company and the Company’s auditors have not been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no adverse change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as disclosed in the Registration Statement, the General Disclosure Package and its subsidiaries the final prospectus, the Company, the Controlled Entities and their respective Boards of Directors the Board are in compliance with the provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all Exchange Rules that are applicable to them as of 2002 and the rules and regulations promulgated in connection therewithdate of this Agreement. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) each of the Exchange Act) that comply with the requirements Controlled Entities maintain a system of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (vE) the interactive data Company has made and kept books, records and accounts which, in eXtensible Business Reporting Language incorporated reasonable detail, accurately and fairly reflect the transactions and dispositions of assets. The Internal Controls are, or upon consummation of the Offered Shares will be, overseen by reference the Audit Committee (the “Audit Committee”) of the Board. The Company’s internal controls over financial reporting and disclosure controls (as such terms are defined in Rule 13a-15(f) and Rule 13a-15(e) of the Exchange Act, respectively) comply with the requirements of the Exchange Act. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, the information called for in all material respects and Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of and within the next 135 days the Company and does not expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company There is not currently and its subsidiaries and has not in the past been a failure on the part of the Company, the Guarantors or their respective Boards Subsidiaries or, to the Company’s or the Guarantor’s knowledge, any of Directors are its respective directors or officers, in compliance their capacities as such, to comply with the any applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including Sections 302, 402 and 906, and the statements contained in any certification pursuant to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and related rules and regulations are complete and correct. The Company and its subsidiaries maintain systems of “each Guarantor has established and maintains disclosure controls and procedures and internal control over financial reporting” reporting as are currently required (as such terms are defined in Rule 13a-15(f) of 13a-15 and 15d-15 under the Exchange Act); the Company’s and the Guarantor’s disclosure controls and procedures (A) are designed to ensure that comply with information required to be disclosed by the requirements of Company in the reports that it files or submits under the Exchange Act is accumulated and have been designed bycommunicated to management, or under including the supervision of, their respective principal executive and principal financial officersofficer of the Company, or persons performing similar functions, as appropriate to provide reasonable assurance allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported, within the reliability of financial reporting time periods specified in the Exchange Act and the preparation of financial statements Rules and Regulations; (B) have been evaluated for external purposes effectiveness; and (C) are effective in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient all material respects to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded perform the functions for which they were established. Except as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared discussed with the existing assets at reasonable intervals Company’s auditors and appropriate action is taken with respect to any differences, audit committee and (v) the interactive data as disclosed in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, each of the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: Offering Circular, (iA) all there are no significant deficiencies and or material weaknesses in the design or operation of internal controls control over financial reporting which have adversely affected or that are reasonably likely to adversely affect the Company’s or the Guarantor’s ability to record, process, summarize summarize, and report financial information; data and (iiB) any there is, and there has been, no fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyGuarantor’s internal control over financial reporting. Since the date of the end of the last fiscal year for which audited financial statements are included or incorporated by reference in each of the General Disclosure Package and the Final Offering Circular, there have been no significant changes in internal control over financial reporting or in other factors that could significantly affect internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and its subsidiaries and their respective Boards maintains a system of Directors are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control controls over financial reporting” reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) (collectively, “Internal Controls”) that comply with the requirements of the Exchange Act Securities Laws and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the date of the latest audited financial statements included in the Final Prospectus, and (v) there has been no change in the interactive data Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company uses reasonable best efforts to rectify any material weakness identified in eXtensible Business Reporting Language incorporated by reference in its internal control over financial reporting as soon as possible. The Company will, within a reasonable time after the effectiveness of the Registration Statement, establish and maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act. Except as disclosed in the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentenceProspectus, since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the all applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithExchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (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, (v) unauthorized acquisitions, use or dispositions of the Company’s assets that could have a material effect on the consolidated financial statements are prevented or timely detected and (vvi) the interactive data in eXtensible Business Reporting Language included as an exhibit to any document incorporated by reference in into the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for Statement is materially accurate in all material respects and has been prepared respects. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Company’s internal controls over financial reporting. Except as disclosedSecurities Laws, reported or advised in accordance with the immediately preceding sentenceany matter which, since the end of the Company’s most recent audited fiscal yearif determined adversely, there has been (1) no material weakness would, individually or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated)aggregate, and (2) no change result in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportinga Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (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, differences and (v) the interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the any Registration Statement, any Statutory Prospectus and the General Disclosure Package and the Final Prospectus fairly presents present the information called for in all material respects and has been are prepared in accordance with the Commission’s rules and guidelines applicable theretothereto .. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board, and currently does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, within the next 90 days, a “material weakness” (as defined in Public Company Accounting Oversight Board of Directors of the Company and the Company’s auditors have been advised of: (iUnited States) all significant deficiencies and material weaknesses Standard No. 2), change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company and its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems of “maintains internal control controls over financial reporting” (reporting and disclosure controls and procedures, each as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of 13a-15 under the Exchange Act and have been a system of internal controls over accounting matters (collectively, “Internal Controls”) that are designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in of the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of Prospectus, the Company and the Company’s auditors have been advised of: has not identified (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and ) or (2ii) no any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company has not determined that its disclosure controls and procedures are ineffective to perform the functions for which they were established.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the General Disclosure Package, the Company, its Subsidiaries and its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance compliance, in all material respects, with the all applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, 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 Internal Controls are, and or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared Board in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in Audit Committee or the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to recordBoard, 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 Company’s internal controls over financial reporting. Except as discloseddeficiency, reported or advised in accordance with the immediately preceding sentencematerial weakness, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter relating to Internal Controls which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Company, its subsidiaries and their respective Boards the Company’s Board of Directors are in compliance with the all applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithExchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that complies with the applicable Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee of the Board (vthe “Audit Committee”) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoExchange Rules. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since Since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Since the date of the most recent balance sheet of the Company reviewed or audited by the Company’s accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there have been no significant changes in internal controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as disclosed in the Registration Statement, the General Disclosure Package and its subsidiaries the final prospectus, (i) the Company, the Controlled Entities and their respective Boards of Directors the Board are in compliance with the provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all Exchange Rules that are applicable to them as of 2002 the date of this Agreement, and (ii) the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) each of the Exchange Act) that comply with the requirements Controlled Entities maintain a system of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (vE) the interactive data Company has made and kept books, records and accounts which, in eXtensible Business Reporting Language incorporated reasonable detail, accurately and fairly reflect the transactions and dispositions of assets. The Internal Controls are, or upon consummation of this offering will be, overseen by reference the Audit Committee (the “Audit Committee”) of the Board. The Company’s internal controls over financial reporting and disclosure controls (as such terms are defined in Rule 13a-15(f) and Rule 13a-15(e) of the Exchange Act, respectively) comply with the requirements of the Exchange Act. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, the information called for in all material respects and Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Company, the Controlled Entities and its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all applicable Exchange Rules. Except as set forth in the Registration Statement, the General Disclosure Package and the rules and regulations promulgated in connection therewith. The Final Prospectus, the Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States international financial reporting standards (“GAAPIFRS”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Upon consummation of the offering of the Offered Securities, and the Internal Controls will be overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with the Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentenceProspectus, since the end of the Company’s most recent period covered by the latest audited fiscal yearfinancial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been (1A) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), ) and (2B) no change in the Company’s internal control over financial reporting reporting, (C) no fraud involving management or other employees who have a significant role in Internal Controls and (D) any violation of, or failure to comply with, the Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the Exchange Rules and, with respect to independent directors who are members of the Audit Committee, the Sarbanes Oxley.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors are in compliance with the all applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithExchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that complies with the applicable Securities Laws are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets, ; (iiiC) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (ivE) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and . The Internal Controls are overseen by the Audit Committee of the Board (vthe “Audit Committee”) in accordance with the interactive data in eXtensible Business Reporting Language incorporated by reference Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed, reported or advised in accordance with the immediately preceding sentenceProspectus, since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, since the date of the most recent balance sheet of the Company reviewed or audited by the Company’s accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there have been no significant changes in internal controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Company, its Subsidiaries and its subsidiaries the Affiliated Entities and their respective Boards the Company’s Board of Directors (the “Board”) and Company’s officers are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended and the rules and regulations promulgated in connection therewith. The Company therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) including Section 402 related to loans and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) Sections 302 and 906 related to certifications and all applicable rules of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functionsNasdaq Global Select Market, to provide reasonable assurance regarding the reliability extent applicable. Except as disclosed in the Registration Statement, the Time of financial reporting Sale Prospectus and the preparation Prospectus, the Company maintains a system of financial statements for external purposes in accordance with generally accepted accounting principlesinternal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and the rules of the Nasdaq Global Select Market and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. GAAP and to maintain accountability for assetsasset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and or upon consummation of the offering of the ADSs will be, overseen by the Audit Committee (vthe “Audit Committee”) of the interactive data Board in eXtensible Business Reporting Language incorporated by reference accordance with the rules of the Nasdaq Global Select Market. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Final Prospectus fairly presents Prospectus, the information called for in all material respects and Company has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 135 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reportingInternal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed, reported or advised in accordance with the immediately preceding sentence, since the end Each of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in independent directors meets the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in criterial for “independence” under the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Company’s internal control over financial reportingrules and regulations of the Commission and the rules of the Nasdaq Global Select Market.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the General Disclosure Package and its subsidiaries the Final Prospectus, the Company, the Subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated all applicable Exchange Rules in connection therewithall material respects. The Company and its subsidiaries maintain systems maintains a system of “internal control controls over financial reporting” reporting (as defined in Rule 13a-15(f) 13a-15-f of the Exchange Act) (collectively, “Internal Controls”) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (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, differences and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, ; and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, Statement and the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as set forth in the General Disclosure Package or disclosed to the Representatives, since December 31, 2018, the Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: Audit Committee or the Board, (iA) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as discloseddeficiency, reported or advised in accordance with the immediately preceding sentence(B) a material weakness, since the end of the Company’s most recent audited fiscal year, there has been (1C) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no a change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls, (D) fraud involving management or other employees who have a significant role in Internal Controls, (E) any violation of, or failure to comply with, the Securities Laws, or (F) any other matter involving Internal Controls, except, in the case of (A) and (F), as would not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company Except as set forth in the General Disclosure Package and its subsidiaries the Final Prospectus, the Company, the Subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated all applicable Exchange Rules in connection therewithall material respects. The Company and its subsidiaries maintain systems maintains a system of “internal control controls over financial reporting” reporting (as defined in Rule 13a-15(f) of the Exchange Act) (collectively, “Internal Controls”) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (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, differences and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company and its subsidiaries have has not publicly disclosed or reported to the Audit Committee or the Board of Directors of Board, and within the next 90 days the Company and does not reasonably expect to publicly disclose or report to the Company’s auditors have been advised of: (i) all Audit Committee or the Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as disclosedInternal Controls (each, reported or advised in accordance with the immediately preceding sentence, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediatedan “Internal Control Event”), and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewithall applicable Exchange Rules. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States applied on a consistent basis (“GAAP”) and to maintain accountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (vE) the interactive data Company has adopted and applies corporate governance guidelines. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in eXtensible Business Reporting Language incorporated by reference accordance with Exchange Rules. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents Prospectus, since the information called for in all material respects date of the Company’s most recently audited fiscal year, there has not been, and has been prepared in accordance with within the Commission’s rules and guidelines applicable thereto. The next 180 days the Company and its subsidiaries have disclosed does not reasonably expect to publicly disclose or reported report to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all Board, a significant deficiencies and deficiency, material weaknesses weakness, change in the design Internal Controls or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Company’s Securities Laws, or any other matter involving internal controls over financial reporting. Except as disclosedthat, reported or advised in accordance with the immediately preceding sentenceif determined adversely, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingwould have a Material Adverse Effect.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company and Except as set forth in the General Disclosure Package, the Company, its subsidiaries and their respective Boards the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith▇. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlescontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls Internal Control over financial reporting which have adversely affected or are reasonably likely to adversely affect is effective and the Company’s ability to record, process, summarize and report financial information; and (ii) Company is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role material weakness in the Company’s internal controls its Internal Control over financial reporting. Except as disclosed, reported or advised disclosed in accordance with the immediately preceding sentenceDisclosure Package and the Final Prospectus, since the end of the Company’s most recent audited fiscal yearDecember 31, 2010, there has been (1) no material weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated), and (2) no change in the Company’s internal control Internal Control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control Internal Control over financial reporting. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.