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

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is and has been no failure on the part of the Company, its Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”), in their capacities as such, to comply with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications and all applicable rules of the NASDAQ Global Market upon the completion of the offering of the Shares to the extent applicable. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company maintains a system of internal 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 NASDAQ Global 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 and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the NASDAQ Global Market. 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, 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 (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. The Company’s auditors and the Audit Committee 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. 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 the NASDAQ Global Market.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is Except as disclosed in the Registration Statement, the General Disclosure Package and has been no failure on the part of Final Prospectus, the Company, its Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”), ) are in their capacities as such, to comply compliance with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications and all applicable rules of the NASDAQ Global Market upon the completion of the offering of the Shares to the extent applicableExchange Rules. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the The Company maintains a system of internal 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 NASDAQ Global Market 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 and to maintain asset accountability; accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of the Company’s most recent audited fiscal year, there has been 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 Shares, 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 Global MarketNASDAQ. Except as disclosed in the Registration Statement, the Time of Sale Prospectus 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 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, such laws ▇▇▇▇▇▇▇▇-▇▇▇▇▇, all applicable Rules and regulationsRegulations 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. The Company’s auditors and the Audit Committee 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. 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 the NASDAQ Global Market.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is and has been no failure on the part of the The Company, its Subsidiaries and Affiliated Entities and 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 their capacities as such, to comply compliance with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended 2002 and the all rules and regulations promulgated in connection therewith thereunder or implementing the provisions thereof (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications ) and all applicable rules of the NASDAQ Global Market upon the completion of the offering of the Shares to the extent applicableNasdaq. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company maintains a system of internal 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 NASDAQ Global 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 and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the NASDAQ Global MarketNasdaq. Except as described in the Time of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) 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, 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 (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. The Company’s auditors and the Audit Committee 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. 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 the NASDAQ Global MarketNasdaq.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is not currently and has not in the past been no a failure on the part of the Company, its the Guarantors or their respective Subsidiaries and Affiliated Entities and or, to the Company’s Board or the Guarantor’s knowledge, any of Directors (the “Board”)its respective directors or officers, in their capacities as such, to comply with any provision applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended and the rules and regulations promulgated in connection therewith (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 each Guarantor has established and maintains disclosure controls and procedures and internal control over financial reporting as are currently required (as such terms are defined in Rule 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 information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including Section 402 related to loans the principal executive and Sections 302 and 906 related to certifications and all applicable rules principal financial officer of the NASDAQ Global Market upon Company, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported, within the completion of time periods specified in the offering of Exchange Act and the Shares Rules and Regulations; (B) have been evaluated for effectiveness; and (C) are effective in all material respects to perform the extent applicablefunctions for which they were established. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company maintains a system of internal 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 NASDAQ Global 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 and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared discussed 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 Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the NASDAQ Global Market. 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, 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 (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. The Company’s auditors and audit committee and as disclosed in each of the Audit Committee have been advised of: General Disclosure Package and the Final 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 or the Guarantor’s internal controls control over financial reporting. Each Since the date of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations end of the Commission last fiscal year for which audited financial statements are included or incorporated by reference in each of the General Disclosure Package and the rules of the NASDAQ Global MarketFinal 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. There The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and has been no failure on 15d-15 under the part of ▇▇▇▇ ▇▇▇) 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 Subsidiaries and Affiliated Entities and consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s independent auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (the “Board”)A) all significant deficiencies, if any, in 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 capacities as such, to comply with any provision equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended and the rules and regulations promulgated in connection therewith 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)) and any related rules and regulations promulgated by the Commission, including Section 402 related to loans and Sections 302 the statements contained in each such certification are complete and 906 related to certifications and all applicable rules of correct; the NASDAQ Global Market upon the completion of the offering of the Shares to the extent applicable. Except as disclosed in the Registration StatementCompany, the Time of Sale Prospectus Subsidiaries and the Prospectus, the Company maintains a system of internal controls, including, but not limited to, disclosure controls Company’s directors and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory officers are each in compliance controls (collectively, “Internal Controls”) that comply in all material respects with all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules Act and regulations of the Commission, the rules of the NASDAQ Global 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 and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the NASDAQ Global Market. 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, 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 (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. The Company’s auditors and the Audit Committee 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. 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 the NASDAQ Global Marketpromulgated thereunder.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is and has been no failure on the part of the The Company, its Subsidiaries and Affiliated Entities and 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 their capacities as such, to comply compliance with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended and the all applicable rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications ) and all applicable rules of the NASDAQ Global Market upon the completion of the offering of the Shares to the extent applicableNYSE. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company maintains a system of internal 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 NASDAQ Global 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 U.S. GAAP and to maintain asset accountability; , (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Shares, ADSs will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSE. Except as described in each of the NASDAQ Global MarketRegistration Statement, the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated), and (ii) 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, 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, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company’s auditors and the Audit Committee 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. 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 the NASDAQ Global MarketNYSE.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and has 15d-15 under the Exchange Act) that (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 Commission which it may make under Section 13(a), 13(c) or 15(d) of the Exchange Act are being prepared, (B) have been no failure on the part evaluated for effectiveness as of the Company, its Subsidiaries ’s most recent fiscal quarter and Affiliated Entities (C) are effective to perform the functions for which they were established. The Company has established and the Company’s Board of Directors maintains internal control over financial reporting (the “Board”), as such term is defined in their capacities as such, to comply with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended Rule 13a-15 and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications and all applicable rules of the NASDAQ Global Market upon the completion of the offering of the Shares to the extent applicable. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company maintains a system of internal 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, 15d-15 under the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission, the rules of the NASDAQ Global Market and are sufficient to ) that (a) 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 assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in conformity accordance with generally accepted accounting principles in the United States and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivb) have been evaluated by the recorded accountability management of the Company (including the Company’s Chief Executive Officer and Chief Financial Officer) for assets 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 compared 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 existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation Commission of the offering 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 Shares, will be, overseen by accountants and the Audit Committee (the “Audit Committee”) audit committee of the Board in accordance with the rules board of directors of the NASDAQ Global Market. 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, 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 (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. The Company’s auditors and the Audit Committee 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 Company’s internal control over financial reporting. Except as described in the General Disclosure Package and the Final Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal controls control over financial reporting. Each of reporting (whether or not remediated) and (II) no change in the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actinternal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the rules and regulations Company’s internal control over financial reporting (except changes in connection with the merger of the Commission Company and the rules of the NASDAQ Global MarketAmSouth Bancorporation (“AmSouth”)).

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been no failure on the part of the Company, its Subsidiaries and Affiliated Entities and designed by the Company’s Board of Directors (the “Board”)principal executive officer and principal financial officer, in or under their capacities as suchsupervision, to comply 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. The Company’s internal control over financial reporting is effective and the Company is not aware of any provision 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, 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, as amended 2002 and the all rules and regulations promulgated in connection therewith thereunder or implementing the provisions thereof (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), including Section 402 related ) that are then in effect and with which the Company is required to loans and Sections 302 and 906 related to certifications and all applicable rules comply as of the NASDAQ Global Market upon the completion effectiveness of the offering of the Shares to the extent applicable. Except as disclosed in the Registration Statement, the Time of Sale Prospectus . The Company has established and the Prospectus, the Company maintains a system of internal controls, including, but not limited to, and evaluates disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls procedures (collectively, “Internal Controls”as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with all applicable laws and regulations including without limitation the Securities Act, requirements of the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules such disclosure controls and regulations of the Commission, the rules of the NASDAQ Global Market and are sufficient procedures have been designed to provide reasonable assurances ensure that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary material information relating to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the NASDAQ Global Market. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported and its Subsidiaries and Affiliated Entities is made known 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 (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. The Company’s auditors and the Audit Committee 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 principal executive officer and report principal financial informationofficer by others within those entities; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in such disclosure controls and procedures are effective to perform the Company’s internal controls over financial reporting. Each of the Company’s independent directors meets the criteria functions for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the rules and regulations of the Commission and the rules of the NASDAQ Global Market.which they were established;

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is The Company and has been no failure on the part each of the Company, its Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”), in their capacities as such, to comply with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications and all applicable rules of the NASDAQ Global Market upon the completion of the offering of the Shares to the extent applicable. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company maintains subsidiaries maintain a system of internal controls, including, but not limited to, disclosure accounting 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 Global Market and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain asset accountabilityaccountability 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 Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the NASDAQ Global Market. Except as disclosed described 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, 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 (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. The Company’s auditors and the Audit Committee 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 past three years, there has been (1) no material weakness in the Company’s ability to record, process, summarize and report “internal control over financial information; and reporting” (ii) any fraudas defined in Rule 13a-15 under the Exchange Act), whether or not materialremediated, that involves management or other employees who have a significant role and (2) no change in the Company’s internal controls control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Each of 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 independent directors meets 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 criteria for “independence” under effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, 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 Commission effective date of the Registration Statement and the rules date of the NASDAQ Global MarketProspectus Supplement.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is and has been no failure on the part of the The Company, its Subsidiaries and Affiliated the Controlled Entities and the Company’s Board of Directors (the “Board”), ) are in their capacities as such, to comply compliance with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications and all applicable rules of the NASDAQ Global Market upon the completion of the offering of the Shares to the extent applicableExchange Rules. Except as disclosed set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company maintains a system of internal 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 NASDAQ Global Market 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 (“IFRS”) and to maintain asset accountability; accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon Upon consummation of the offering of the SharesOffered Securities, the Internal Controls will be, be overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the NASDAQ Global MarketExchange Rules. Except as disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, since the Company end of the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not publicly disclosed remediated) and (B) no change in the Company’s internal control over financial reporting, (C) no fraud involving management 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, other employees who have a significant deficiency, material weakness, change 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 reporting (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. The Company’s auditors and the Audit Committee 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. Each of the Company’s independent directors meets the criteria for “independence” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ rules and regulations under the Exchange Act, the rules and regulations Exchange Rules and, with respect to independent directors who are members of the Commission and Audit Committee, the rules of the NASDAQ Global MarketSarbanes Oxley.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There is Except as set forth below and has been no failure on in the part of General Disclosure Package, the Company, its Subsidiaries and Affiliated Entities and subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”), ) are in their capacities as such, to comply compliance with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications and all applicable rules of the NASDAQ Global Market upon the completion of the offering of the Shares to the extent applicableExchange Rules. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the The Company maintains a system of effective internal controls, including, but not limited to, controls over financial reporting and effective disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls each as defined in Rule 13a-15 under the Exchange Act (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 Global Market and 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 authorizations; and 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 and to maintain asset accountability; principles, (iii) access to assets 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 is permitted 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 management’s general or specific authorization; authorizations of management and directors of the Company, and (ivv) unauthorized acquisition, use or disposition of the recorded accountability for Company’s assets is compared with that could have a material effect on the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesfinancial statements are prevented or timely detected. The Internal Controls are, or upon consummation of the offering of the Shares, will be, are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the rules date of the NASDAQ Global Market. Except as disclosed Company’s latest audited financial statements included in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or 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 within as of the next 135 days date hereof, it has no knowledge of (and as of the Company date hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the BoardBoard within the next 60 days), a significant deficiency, material weakness, change in Internal Controls (each, an “or fraud involving management or other employees who have a significant role in Internal Control Event”)Controls, any violation of, or failure to comply with, such laws and regulationsthe Securities Laws, or other matter, any matter of which, if determined adversely, would have a Material Adverse Effect. The Company’s auditors and the Audit Committee 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. 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 the NASDAQ Global Market.