Common use of Internal Controls and Procedures Clause in Contracts

Internal Controls and Procedures. (a) Parent has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by Parent the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of Parentthe Company’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent the Company and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent the Company or a wholly owned Subsidiary of Parent the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) ParentThe Company’s management has completed an assessment of the effectiveness of Parentthe Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the ParentCompany’s auditors and the audit committee of the Parent Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the ParentCompany’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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parentthe Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parentthe Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent Company employees regarding questionable accounting or auditing matters, have been received by Parentthe Company. To the Knowledge of Parentthe Company, since December 31, 2018, no attorney representing Parent the Company or any of its Subsidiaries, whether or not employed by Parent the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent the Company or any of its officers, directors, employees or agents to the ParentCompany’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentmanagement, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed quarterly report on Form 10-Q which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus and were effective in all material respects to Section 404 of perform the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As The Company is not aware of the date of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such The Company’s disclosure controls and procedures are effective in providing reasonable assurance designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible for Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications required pursuant to Sections 302 and 906 of Parent’s filings with the SEC ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). The principal executive officer and Canadian Securities Administrators principal financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other public disclosure documents. (b) Parent any related rules and regulations promulgated by the SEC. The Company and each of its Subsidiaries has established and maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that reporting, which is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Company Financials) for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of ParentDirectors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of Parent the Company and its Subsidiaries that are used in Subsidiaries. To the systems Knowledge of disclosure controls and procedures and the Company, since the date of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems most recent periodic report filed with the SEC, neither the Company nor any of disclosure controls and procedures and its Subsidiaries (including any Company Employee), nor the Company’s independent auditors, has identified or been made aware of financial reporting controls and procedures (A) any significant deficiency or material weakness in the reports generated thereby. (c) Parent’s management has completed an assessment design or operation of the effectiveness of Parent’s internal controls control over financial reporting pursuant to Section 404 utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other Company Employees, or (C) any claim or allegation regarding any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for foregoing. In connection with the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls periods covered by the Company Financials filed prior to the date of this Agreement, the Company has disclosed to the Parent’s auditors and the audit committee of the Parent Board, Acquiror (iI) any significant all deficiencies and material weaknesses identified in writing by the Company or the Company’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect utilized by the Parent’s ability to record, process, summarize Company and report financial information its Subsidiaries and (iiII) any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statementsCompany Employees, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether claim or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to allegation regarding the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesforegoing.

Internal Controls and Procedures. (a) Parent (i) the Company has established and maintains disclosure controls and procedures over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such ; (ii) the Company’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for Company in the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is effective in providing reasonable assurance regarding the reliability of financial reporting accumulated and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain communicated to the maintenance of records that in reasonable detail accurately Company’s management as appropriate to allow timely decisions regarding required disclosure and fairly reflect to make the transactions certifications required pursuant to Sections 302 and dispositions 906 of the assets of Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parentthe Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202021, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since Since December 31, 20182019, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, the principal executive officer and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) principal financial officer of the Parent Board pursuant to the rules adopted pursuant to Section 307 of Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting(including Section 302 and 906 thereof). (b) The Company has established and maintains a system of internal accounting controls that are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in instances reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board; and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company. Neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal control over financial reporting utilized by the Company that has not required been subsequently remediated; or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by those rulesthe Company. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents.

Internal Controls and Procedures. (a) Parent has established and maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by Parent ▇▇▇▇▇▇ is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 or 15d-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202024, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 20182022, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 20182022, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent The Company maintains a system of “internal controls control over financial reporting reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act) that is effective complies in providing all material respects with the requirements of the Exchange Act and has been designed by, or under the supervision of, its principal executive officer and principal financial officer, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures GAAP. The Company’s system of internal accounting controls is sufficient to provide reasonable assurance that (i) pertain to the maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsaccordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for assetsasset accountability, that (iii) access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, management’s general or specific authorization and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parentintervals and appropriate action is taken with respect to any differences. (b) The Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of “disclosure controls and procedures procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of financial reporting controls and procedures described above the Exchange Act) are reasonably 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, storedprocessed, maintained summarized and operated under means reported within the time period specified in the rules and forms of the SEC, and that are under the exclusive ownership all such information is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure controls and procedures and of financial reporting controls and procedures or to make the reports generated thereby. (c) Parent’s management has completed an assessment certifications of the effectiveness principal executive officer and principal financial officer of Parent’s internal controls over financial reporting pursuant to Section 404 of the Company required under the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for with respect to such reports. (c) The Company has evaluated the year ended December 31effectiveness of the Company’s internal control over financial reporting and, 2020to the extent required by applicable Law, and presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such assessment concluded that report or amendment based on such controls were effectiveevaluation. Parent The Company has disclosed, based on its the most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the ParentCompany’s auditors and the audit committee of Company Board (and made available to Parent a summary of the Parent Board, significant aspects of such disclosure) (iA) any all “significant deficiencies deficiencies” and “material weaknesses weaknesses” in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the ParentCompany’s ability to record, process, summarize and report financial 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 control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had The Company has not identified any significant deficiencies or material weaknesses in its the design or operation of the Company’s internal controls control over financial reporting and, as of the date reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Knowledge Statements of ParentAuditing Standard No. 60, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies as in such internal controls. To effect on the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesdate hereof.

Internal Controls and Procedures. (a) Parent The Company has established and maintains maintains, and at all times since the Lookback Date has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required Act designed to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP GAAP, and which includes policies and procedures that that: (ia) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, the Company and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets of the Company that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and of financial reporting controls and procedures described above are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, storedprocessed, maintained summarized and operated under means reported within the time periods specified in the rules and forms of the SEC, and that are under the exclusive ownership all such material information is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of management as appropriate to allow timely decisions regarding required disclosure controls and procedures and of financial reporting controls and procedures or to make the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting certifications required pursuant to Section 404 Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for Act. Since the year ended December 31Lookback Date, 2020, the Company’s principal executive officer and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior principal financial officer have disclosed to the date of this Agreement, to the ParentCompany’s auditors and the audit committee of the Company Board of Directors (the material circumstances of which (if any) have been made available to Parent Board, prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’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 control controls over financial reporting. As of Since the date of its most recent audited financial statementsLookback Date, neither Parent the Company nor its auditors had identified any significant deficiencies Company Subsidiary has received any material, unresolved, complaint, allegation, assertion or material weaknesses in its internal controls over financial reporting and, as of claim regarding the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matterspractices, have been received by Parent. To procedures, methodologies or methods of the Knowledge of Parent, since December 31, 2018, no attorney representing Parent Company or any of its Subsidiaries, whether Company Subsidiary or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulestheir respective internal accounting controls.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by Parent the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of Parentthe Company’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 or 15d-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent the Company and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent the Company or a wholly owned Subsidiary of Parent the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) ParentThe Company’s management has completed an assessment of the effectiveness of Parentthe Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202024, and such assessment concluded that such controls were effective. Parent The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the ParentCompany’s auditors and the audit committee of the Parent Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the ParentCompany’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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parentthe Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parentthe Company, since December 31, 20182022, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent Company employees regarding questionable accounting or auditing matters, have been received by Parentthe Company. To the Knowledge of Parentthe Company, since December 31, 20182022, no attorney representing Parent the Company or any of its Subsidiaries, whether or not employed by Parent the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent the Company or any of its officers, directors, employees or agents to the ParentCompany’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent Rovi is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (b) Rovi has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required in all material respects by Rule 13a-15 under the Exchange Act. Such Rovi’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent is recorded and reported on a timely basis to Rovi in the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets of Parent in SEC, and that all such material respects, (ii) provide reasonable assurance that transactions are recorded information is accumulated and communicated to Rovi’s management as necessary appropriate to permit preparation of financial statements in accordance with GAAP allow timely decisions regarding required disclosure and to maintain accountability for assets, that access make the certifications required pursuant to assets is permitted only in accordance with authorizations of management Sections 302 and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition 906 of the Parent’s assets that could have a material effect on its financial statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) ParentRovi’s management has completed an assessment of the effectiveness of ParentRovi’s internal controls over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202015, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreementand, to the Parent’s auditors and extent required by applicable Law, presented in any applicable Rovi SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the audit committee effectiveness of the Parent Boarddisclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Rovi’s management’s most recently completed evaluation of Rovi’s internal control over financial reporting, (i) any Rovi had no significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting that are would reasonably likely be expected to adversely affect the ParentRovi’s ability to record, process, summarize and report financial information and (ii) Rovi does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Rovi’s internal control over financial reporting. As The assessment of the date effectiveness of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its Rovi’s internal controls over financial reporting andhas been audited by Ernst & Young LLP, an independent registered public accounting firm, as of stated in their report which is included in the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.Rovi SEC Documents

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent United States generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed quarterly report on Form 10-Q which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus and were effective in all material respects to Section 404 of perform the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As The Company is not aware of the date of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by Parent the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of Parentthe Company’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent the Company and that receipts and expenditures of Parent the Company are being made only in accordance with appropriate authorizations of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent the Company or a wholly wholly-owned Subsidiary of Parent the Company or its accountants, except as would not reasonably be expected to materially and adversely affect or disrupt, in any material respect, disrupt the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) ParentThe Company’s management has completed an assessment of the effectiveness of Parentthe Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the ParentCompany’s auditors and the audit committee of the Parent Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the ParentCompany’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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parentthe Company, nothing has come to its attention the auditors’ attention, that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of ParentCompany’s Knowledge, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent Company employees regarding questionable accounting or auditing matters, have been received by Parentthe Company. To the Knowledge of ParentCompany’s Knowledge, since December 31, 2018, no attorney representing Parent the Company or any of its Subsidiaries, whether or not employed by Parent the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent the Company or any of its officers, directors, employees or agents to the ParentCompany’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent United States generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed quarterly report on Form 10-Q which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020Prospectus, and such assessment concluded that such controls were effectiveeffective in all material respects to perform the functions for which they were established. Parent has disclosed, based Based on its the most recent evaluation of its internal controls prior to control over financial reporting, and except as disclosed in each of the date of this AgreementRegistration Statement, to the Parent’s auditors General Disclosure Package and the audit committee of Prospectus, since the Parent BoardCompany’s most recent audited fiscal year, there has been no (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As Except as disclosed in each of the date of Registration Statement, the General Disclosure Package and the Prospectus, there is not and has been no change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent Verigy has established and maintains disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such Verigy’s disclosure controls and procedures are effective in providing reasonable assurance designed to ensure that all material information required to be disclosed by Parent Verigy in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Verigy’s management as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The principal executive officer and principal financial officer of Parent’s filings with Verigy have made all certifications required by the SEC S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Canadian Securities Administrators any related rules and other public disclosure documents. (b) Parent regulations promulgated by the SEC. Verigy and each of its Subsidiaries has established and maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that reporting, which is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Verigy Financials) for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsVerigy and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent Verigy and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of ParentDirectors of Verigy, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentVerigy’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of Parent Verigy and its Subsidiaries. To the Knowledge of Verigy, since the date of Verigy’s most recent periodic report filed with the SEC, neither Verigy nor any of its Subsidiaries that are used (including any Verigy Employee), nor Verigy’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the systems design or operation of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct internal control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 utilized by Verigy and its Subsidiaries, (B) any fraud, whether or not material, that involves Verigy’s management or other Verigy Employees, or (C) any claim or allegation regarding any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for foregoing. In connection with the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls periods covered by the Verigy Financials filed prior to the date of this Agreement, Verigy has disclosed to the Parent’s auditors and the audit committee of the Parent Board, LTX-Credence (iI) any significant all deficiencies and material weaknesses identified in writing by Verigy or Verigy’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize utilized by Verigy and report financial information its Subsidiaries and (iiII) any fraud, whether or not material, that involves Verigy’s management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statementsVerigy Employees, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether claim or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to allegation regarding the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesforegoing.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule defined in Exchange Act Rules 13a-15 under the Exchange Act. Such disclosure controls and procedures 15d-15) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the Company’s consolidated financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures most recently filed quarterly report on Form 10-Q or annual report on Form 10-K, as the reports generated thereby. (c) Parent’s management has completed an assessment case may be, that precedes the date of the effectiveness of Parent’s internal controls over financial reporting pursuant Disclosure Package and the Prospectus and were effective in all material respects to Section 404 of perform the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As The internal controls are overseen by the Audit Committee of the date Board of Trustees of the Company in accordance with the applicable rules of the NYSE. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains internal control over financial reporting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (ia) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parent, the Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of Subsidiaries; such disclosure controls and procedures and of financial reporting controls and procedures described above are recordeddesigned to ensure that material information relating to the Company, storedincluding its Subsidiaries, maintained and operated under means required to be disclosed by the Company in the reports that are it files or submits under the exclusive ownership Exchange Act is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures and of financial reporting controls and procedures or are effective to ensure that information required to be disclosed by the Company in the reports generated thereby. (c) Parentthat it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s management has completed an assessment of the effectiveness of Parent’s internal controls over principal executive officer and its principal financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the ParentCompany’s auditors and the audit committee of the Parent Board, Company Board (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the ParentCompany’s ability to record, process, summarize and report financial information data and have identified for the Company’s auditors any material weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such Company’s internal controls. To the Knowledge of Parentthe Company, since December 31January 1, 20182013, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, matters have been received by Parentthe Company. To Since January 1, 2013, the Knowledge Company has not received any material complaints through the Company’s whistleblower hotline or equivalent system for receipt of Parentemployee concerns regarding possible violations of applicable Law. Since January 1, since December 31, 20182013, no attorney representing Parent the Company or any of its Subsidiaries, whether or not employed by Parent the Company or any of its Subsidiaries, has reported evidence of a violation of applicable Law that are securities Lawslaws, breach of fiduciary duty or similar violation by Parent the Company or any of its officers, directors, employees or agents to the ParentCompany’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Company Board or to the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent Company policy contemplating such reporting, including in instances not . The principal executive officer and the principal financial officer of the Company have made all certifications required by those rulesthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications were complete and accurate as of the dates they were made.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule defined in Exchange Act Rules 13a-15 under the Exchange Act. Such disclosure controls and procedures 15d-15) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the Company’s consolidated financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures most recently filed quarterly report on Form 10-Q or annual report on Form 10-K, as the reports generated thereby. (c) Parent’s management has completed an assessment case may be, that precedes the date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus or any Permitted Free Writing Prospectus and were effective in all material respects to Section 404 of perform the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As The internal controls are overseen by the Audit Committee of the date Board of Trustees of the Company in accordance with the applicable rules of the NYSE. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent CCE has established and maintains “disclosure controls and procedures procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such CCE’s disclosure controls and procedures are effective in providing reasonable assurance that all material information required to be disclosed by Parent CCE in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to CCE’s management as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Section 302 and 906 of the preparation of Parent’s filings with the SEC ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. CCE adheres to and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains enforces a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that which is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions Transactions and dispositions of the assets of Parent in all material respectsCCE and its Subsidiaries, (ii) provide reasonable assurance that transactions Transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parentand, if required, the CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information Assets of Parent CCE and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) ParentSubsidiaries. CCE’s management has completed an its assessment of the effectiveness of ParentCCE’s internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202009, and such assessment concluded that such controls were effective. Parent has disclosedExcept as set forth on Section 4.7 of the CCE Disclosure Letter, based on its most recent evaluation of its internal controls prior neither CCE, nor to the date Knowledge of this AgreementCCE, to the ParentCCE’s independent auditors and the audit committee has identified or been made aware of the Parent Board, (iA) any significant deficiencies and deficiency or material weaknesses weakness, in each case which has not been subsequently remediated, in the design or operation system of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to recordutilized by CCE and its Subsidiaries, processtaken as a whole, summarize and report financial information and or (iiB) any fraud, whether or not material, fraud that involves CCE’s management or other employees who have a significant role in the preparation of financial statements with financial reporting oversight or the internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received utilized by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesCCE.

Internal Controls and Procedures. (a) Parent has established As soon as reasonably practicable after the date of this Agreement, the Company and maintains the Acquiror will cooperate in good faith and use commercially reasonable efforts to design, and the Company and its Subsidiaries will implement, maintain, adhere to and enforce, a system of internal accounting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP (including the Financial Statements, Interim Financial Statements, 2008 Subsidiary Financial Statements and includes Interim Subsidiary Financial Statements), including policies and procedures that (i) pertain to require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parent, the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in Subsidiaries. If reasonably requested by the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recordedAcquiror, storedthe Acquiror’s independent auditors, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems independent auditors, the Company shall hire financial personnel (or allow financial personnel of disclosure controls Acquiror) to assist with implementing the foregoing. The identity and procedures terms of such personnel’s engagement reasonably shall be subject to the approval of the Acquiror and the Acquiror shall be responsible for the compensation paid to any such personnel during the period from the date of financial reporting controls hire until the earlier of the Closing Date and procedures or the reports generated therebytermination of this Agreement. (cb) Parent’s management has completed an assessment The Company will promptly inform the Acquiror in the event that the Company, any of its Subsidiaries, any of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 officers, directors or Employees of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation Company or any of its internal controls prior to Subsidiaries or the date Company’s independent auditors identifies or becomes aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and deficiency or material weaknesses weakness in the design or operation system of internal accounting controls over financial reporting that are reasonably likely to adversely affect utilized by the Parent’s ability to recordCompany or any of its Subsidiaries, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves the management or other employees Employees of the Company or any of its Subsidiaries who have a significant role in internal control over the preparation of financial reporting. As of statements or the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received utilized by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent Company or any of its Subsidiaries, or (iii) any claim or allegation regarding any of the foregoing. The Company will cause its officers and directors, in cooperation with the Acquiror, to evaluate the effectiveness of such internal controls in order to determine whether or not employed by Parent there exist any significant deficiencies in the design or operation that could adversely affect the Company’s or any of its Subsidiaries’ ability to record, has reported evidence of a violation of securities Lawsprocess, breach of fiduciary duty or similar violation by Parent or any of its officerssummarize, directors, employees or agents to and report financial data after the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesClosing.

Internal Controls and Procedures. (a) Parent The Company has established and maintains internal control over financial reporting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (ia) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parent, the Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of Subsidiaries. Such disclosure controls and procedures and of financial reporting controls and procedures described above are recordeddesigned to ensure that material information relating to the Company, storedincluding its Subsidiaries, maintained and operated under means required to be disclosed by the Company in the reports that are it files or submits under the exclusive ownership Exchange Act is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures and of financial reporting controls and procedures or are effective to ensure that information required to be disclosed by the Company in the reports generated thereby. (c) Parentthat it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s management has completed an assessment of the effectiveness of Parent’s internal controls over principal executive officer and its principal financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the ParentCompany’s auditors and the audit committee of the Parent Board, Company Board (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the ParentCompany’s ability to record, process, summarize and report financial information data and have identified for the Company’s auditors any material weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such Company’s internal controls. To the Knowledge of Parentthe Company, since December 31January 1, 20182014, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, matters have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.the

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures a system of internal control over financial reporting as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and includes policies and procedures that (ia) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsgenerally accepted accounting principles, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations of management and directors of Parent, the Company and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company maintains disclosure controls and procedures and of financial reporting as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures described above are recorded, stored, maintained reasonably effective to ensure that all material information relating to the Company and operated under means that are its Subsidiaries required to be disclosed in the Company’s periodic reports under the exclusive ownership Exchange Act and direct control within the time periods specified in the SEC’s rules is made known to the Company’s principal executive officer and its principal financial officer by others within the Company or any of Parent or a wholly owned Subsidiary its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports required under the Exchange Act. With respect to the consolidated financial statements filed by the Company with the SEC since January 1, 2017, neither the Audit Committee of Parent or its accountantsthe Company Board or, except as would not reasonably be expected to adversely affect or disrupt, in any material respectthe Knowledge of the Company, the Company’s systems auditors has identified: (x) any significant deficiencies or material weaknesses in the design or operation of disclosure controls and procedures and of internal control over financial reporting controls that are reasonably likely to adversely affect in any material respect the Company’s or any of its Subsidiaries’ ability to record, process, summarize and procedures report financial information or (y) any fraud or allegation of fraud, whether or not material, that involves (or involved) management or other employees who have (or had) a significant role in the reports generated thereby. (c) ParentCompany’s internal control over financial reporting. The Company is, and has been since January 1, 2017, in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules and regulations of the NYSE. The Company’s management has completed an assessment of the effectiveness of Parentthe Company’s internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 20202018, and such assessment concluded that such controls were system was effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to Neither the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its SubsidiariesSubsidiaries has outstanding, whether or not employed by Parent has arranged any outstanding, “extension of credit” to directors or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) executive officers of the Parent Board pursuant to the rules adopted pursuant to Company prohibited by Section 307 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesAct.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent United States generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed annual report on Form 10-K which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 Prospectus, and except as disclosed in each of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Registration Statement, the General Disclosure Package and the Prospectus, were effective in all material respects to perform the functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, and except as disclosed in each of the date of this AgreementRegistration Statement, to the Parent’s auditors General Disclosure Package and the audit committee of the Parent BoardProspectus, there is not and has been no (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As Except as disclosed in each of the date of Registration Statement, General Disclosure Package and the Prospectus, there is not and has been no change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, other than with respect to the Restatement and Related Matters, the Company has been and is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company has established and presently maintains disclosure a system of internal accounting controls and procedures financial reporting (as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statementsGAAP. The records, systems, controls, data Company has established and information of Parent and its Subsidiaries that are used in the systems of maintains disclosure controls and procedures and of financial reporting controls and procedures described above are (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, storedprocessed, maintained summarized and operated under means reported within the time periods specified in the rules and forms of the SEC, and that are under all such information is accumulated and communicated to the exclusive ownership and direct control individuals responsible for the preparation of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems filings with the SEC, including its Chief Executive Officer and Chief Financial officer, as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of disclosure the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The Company has disclosed, based on its most recent evaluation of internal controls, to the Company’s outside auditors and the audit committee of the Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls and procedures and of over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would be reasonably likely to materially and adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls and procedures or the reports generated therebyover financial reporting. (c) Parent’s management Except as relating to the Restatement and Related Matters, the Company has completed an assessment not received any complaint, allegation, assertion or claim in writing regarding the accounting practices, procedures, methodologies or methods of the effectiveness Company or its internal accounting controls. The Company has not identified any significant deficiency or material weaknesses in the design or operation of Parent’s internal controls over financial reporting reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for when the year ended December Company next files a Report on Form 10-K or Form 10-Q under the Exchange Act. (d) None of the Subsidiaries of the Company is, or has at any time since January 31, 20202002, and such assessment concluded that such controls were effective. Parent has disclosedbeen, based on its most recent evaluation of its internal controls prior subject to the date reporting requirements of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (iSection 13(a) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose15(d) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesExchange Act.

Internal Controls and Procedures. (a) Parent Buyer has established and maintains maintains, and at all times since January 1, 2018 has maintained, disclosure controls and procedures and internal control over financial reporting, respectively, to the extent required under Rule 13a-15 under the United States Securities Exchange Act of 1934, as amended (the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required , designed to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parentgenerally accepted accounting principles. Buyer’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are reasonably designed to ensure that all material information required to be disclosed by Buyer in the reports that it files or furnishes under the Exchange Act is recorded, storedprocessed, maintained summarized and operated under means reported within the time periods specified in the rules and forms of the SEC, and that are under the exclusive ownership all such material information is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) ParentBuyer’s management has completed an assessment of as appropriate to allow timely decisions regarding required disclosure and to make the effectiveness of Parent’s internal controls over financial reporting certifications required pursuant to Section 404 Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31Act. Since January 1, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement2018, to the ParentBuyer’s knowledge, Buyer’s principal executive officer and its principal financial officer have disclosed to Buyer’s auditors and the audit committee of Buyer’s board of directors (the Parent Board, material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’s ability to recordreporting, 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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its Company’s internal controls over financial reporting andand (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 1, as of 2018 through the date of this Agreementhereof, to Buyer’s knowledge, neither Buyer nor any of its subsidiaries has received any material, unresolved complaint, allegation, assertion or claim regarding the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matterspractices, have been received by Parent. To the Knowledge procedures, methodologies or methods of Parent, since December 31, 2018, no attorney representing Parent Buyer or any of its Subsidiaries, whether subsidiaries or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulestheir respective internal accounting controls.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by Parent the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the Company SEC and Canadian Securities Administrators Documents and other public disclosure documents. (b) Parent The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that transactions are being executed only in accordance with authorizations of management and directors of the Company and access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent the Company or a wholly owned Subsidiary of Parent the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) ParentThe Company’s management has completed an assessment of the effectiveness of Parentthe Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 3128, 20202024, and such assessment concluded that such controls were effective. Parent The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the ParentCompany’s auditors and the audit committee of the Parent Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the ParentCompany’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 internal control controls over financial reporting. As of the date of its most recent audited financial statements, neither Parent the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parentthe Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To The Company has made available to Parent (A) a summary of any such disclosure made by management to the Knowledge Company’s independent registered public accounting firm and audit committee since the date of Parentits most recent audited financial statements and (B) any material communication made since the date of its most recent audited financial statements by management or the Company’s independent registered public accounting firm to the audit committee required or contemplated by listing standards of the NYSE, since December 31the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board (the “PCAOB”). In the last three years, 2018neither the Company nor its independent registered public accounting firm has identified any critical audit matters in accordance with AS 3101 promulgated by PCAOB. In the last three years, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from Parent employees Continuing Employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesCompany.

Internal Controls and Procedures. (a) Parent LTX-Credence has established and maintains disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such LTX-Credence’s disclosure controls and procedures are effective in providing reasonable assurance designed to ensure that all material information required to be disclosed by Parent LTX-Credence in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to LTX-Credence’s management as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of Parent’s filings with 2002 (the SEC “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). The principal executive officer and Canadian Securities Administrators principal financial officer of LTX-Credence have made all certifications required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other public disclosure documents. (b) Parent any related rules and regulations promulgated by the SEC. LTX-Credence and each of its Subsidiaries has established and maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that reporting, which is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the LTX-Credence Financials) for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsLTX-Credence and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent LTX-Credence and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of ParentDirectors of LTX-Credence, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentLTX-Credence’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of Parent LTX-Credence and its Subsidiaries. To the Knowledge of LTX-Credence, since the date of LTX-Credence’s most recent periodic report filed with the SEC, neither LTX-Credence nor any of its Subsidiaries that are used (including any LTX-Credence Employee), nor LTX-Credence’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the systems design or operation of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct internal control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 utilized by LTX-Credence and its Subsidiaries, (B) any fraud, whether or not material, that involves LTX-Credence’s management or other LTX-Credence Employees, or (C) any claim or allegation regarding any of the ▇▇▇▇▇▇▇▇foregoing. In connection with the periods covered by the LTX-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls Credence Financials filed prior to the date of this Agreement, LTX-Credence has disclosed to the Parent’s auditors and the audit committee of the Parent Board, Verigy (iI) any significant all deficiencies and material weaknesses identified in writing by LTX-Credence or LTX-Credence’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize utilized by LTX-Credence and report financial information its Subsidiaries and (iiII) any fraud, whether or not material, that involves LTX-Credence’s management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statementsLTX-Credence Employees, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether claim or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to allegation regarding the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesforegoing.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures in each case, as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such , which disclosure controls and procedures are effective in providing reasonable assurance designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible for Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications required pursuant to Sections 302 and 906 of Parent’s filings the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each required form, report and document containing financial statements that has been filed with the SEC by the Company since April 30, 2022 to the date hereof was accompanied by the certifications required to be filed by the Company’s principal executive officer and Canadian Securities Administrators principal financial officer, as applicable, pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, at the time of filing of each such certification, such certification was true and other public disclosure documentsaccurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Company is otherwise in compliance in all material respects with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date hereof, neither the Company, nor, to the Knowledge of the Company, any current or former executive officer of the Company, has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. (b) Parent The Company has established and maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that that: (i) pertain to require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respects, the Company and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s management and directors of Parent, the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets of the Company and its Subsidiaries that could have a material effect on its the financial statements. The recordsNeither the Company nor, systems, controls, data and information to the Knowledge of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respectCompany, the Company’s systems independent registered public accounting firm, has identified or been made aware of: (A) any significant deficiency or material weakness in the system of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls control over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect the ParentCompany’s and its Subsidiaries’ ability to record, process, summarize and report financial information and that has not been subsequently remediated; or (iiB) any fraud, whether or not material, fraud that involves the Company’s management or other employees who have a significant role in the preparation of the financial statements or the internal control over financial reporting. As of reporting utilized by the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, Company and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent CCE has established and maintains “disclosure controls and procedures procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such CCE’s disclosure controls and procedures are effective in providing reasonable assurance that all material information required to be disclosed by Parent CCE in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to CCE’s management as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Section 302 and 906 of the preparation of Parent’s filings with the SEC S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. CCE adheres to and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains enforces a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that which is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions Transactions and dispositions of the assets of Parent in all material respectsCCE and its Subsidiaries, (ii) provide reasonable assurance that transactions Transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parentand, if required, the CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information Assets of Parent CCE and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) ParentSubsidiaries. CCE’s management has completed an its assessment of the effectiveness of ParentCCE’s internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202009, and such assessment concluded that such controls were effective. Parent has disclosedExcept as set forth on Section 4.7 of the CCE Disclosure Letter, based on its most recent evaluation of its internal controls prior neither CCE, nor to the date Knowledge of this AgreementCCE, to the ParentCCE’s independent auditors and the audit committee has identified or been made aware of the Parent Board, (iA) any significant deficiencies and deficiency or material weaknesses weakness, in each case which has not been subsequently remediated, in the design or operation system of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to recordutilized by CCE and its Subsidiaries, processtaken as a whole, summarize and report financial information and or (iiB) any fraud, whether or not material, fraud that involves CCE’s management or other employees who have a significant role in the preparation of financial statements with financial reporting oversight or the internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received utilized by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesCCE.

Internal Controls and Procedures. (a) Parent has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent The Company maintains a system of “internal controls control over financial reporting reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act) that is effective complies in providing all material respects with the requirements of the Exchange Act and has been designed by, or under the supervision of, its principal executive officer and principal financial officer, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures GAAP. The Company’s system of internal accounting controls is sufficient to provide reasonable assurance that (i) pertain to the maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsaccordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for assetsasset accountability, that (iii) access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, management’s general or specific authorization and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parentintervals and appropriate action is taken with respect to any differences. (b) The Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of “disclosure controls and procedures procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of financial reporting controls and procedures described above the Exchange Act) are reasonably 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, storedprocessed, maintained summarized and operated under means reported within the time period specified in the rules and forms of the SEC, and that are under the exclusive ownership all such information is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure controls and procedures and of financial reporting controls and procedures or to make the reports generated thereby. (c) Parent’s management has completed an assessment certifications of the effectiveness of Parent’s internal controls over principal executive officer and principal financial reporting pursuant to Section 404 officer of the ▇Company required under the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for with respect to such reports. (c) The Company has evaluated the year ended December 31effectiveness of the Company’s internal control over financial reporting and, 2020to the extent required by applicable Law, and presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such assessment concluded that report or amendment based on such controls were effectiveevaluation. Parent The Company has disclosed, based on its the most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the ParentCompany’s auditors and the audit committee of Company Board (and made available to Parent a summary of the Parent Board, significant aspects of such disclosure) (iA) any all “significant deficiencies deficiencies” and “material weaknesses weaknesses” in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the ParentCompany’s ability to record, process, summarize and report financial 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 control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had The Company has not identified any significant deficiencies or material weaknesses in its the design or operation of the Company’s internal controls control over financial reporting and, as of the date reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Knowledge Statements of ParentAuditing Standard No. 60, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies as in such internal controls. To effect on the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesdate hereof.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed quarterly report on Form 10-Q which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus and were effective in all material respects to Section 404 of perform the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As The Company is not aware of the date of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent has established The Company and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation its subsidiaries maintain systems of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of “internal controls control over financial reporting reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act) that is effective in providing 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 GAAP GAAP. The Company and includes policies and procedures its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) pertain to the maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respects, accordance with management’s general or specific authorizations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP generally accepted accounting principles and to maintain accountability for assets, that asset accountability; (iii) access to assets is permitted only in accordance with authorizations 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) interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of management the General Disclosure Package and directors of Parent and that receipts and expenditures of Parent are being made only the Final Offering Memorandum is prepared in accordance with authorizations of management the Commission’s rules and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition guidelines applicable thereto. Except as disclosed in each of the Parent’s assets that could have a material effect on its financial statements. The recordsGeneral Disclosure Package and the Final Offering Memorandum, systems, controls, data and information since the end of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures most recent audited fiscal year, the Company has not identified any material weaknesses or significant deficiencies in the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of ParentCompany’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effectivereporting. Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the ParentThe Company’s auditors and the audit committee of the Parent Board, board of directors of the Company have been advised of: (i) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect the ParentCompany’s ability to record, process, summarize and report financial information information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its Company’s internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures a system of internal control over financial reporting as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and includes policies and procedures that (ia) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsgenerally accepted accounting principles, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations of management and directors of Parent, the Company and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company maintains disclosure controls and procedures and of financial reporting as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures described above are recorded, stored, maintained reasonably effective to ensure that all material information relating to the Company and operated under means that are its Subsidiaries required to be disclosed in the Company’s periodic reports under the exclusive ownership Exchange Act and direct control within the time periods specified in the SEC’s rules is made known to the Company’s principal executive officer and its principal financial officer by others within the Company or any of Parent or a wholly owned Subsidiary its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports required under the Exchange Act. With respect to the consolidated financial statements filed by the Company with the SEC since January 1, 2017, neither the Audit Committee of Parent or its accountantsthe Company Board or, except as would not reasonably be expected to adversely affect or disrupt, in any material respectthe Knowledge of the Company, the Company’s systems auditors has identified: (x) any significant deficiencies or material weaknesses in the design or operation of disclosure controls and procedures and of internal control over financial reporting controls that are reasonably likely to adversely affect in any material respect the Company’s or any of its Subsidiaries’ ability to record, process, summarize and procedures report financial information or (y) any fraud or allegation of fraud, whether or not material, that involves (or involved) management or other employees who have (or had) a significant role in the reports generated thereby. (c) ParentCompany’s internal control over financial reporting. The Company is, and has been since January 1, 2017, in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules and regulations of Nasdaq. The Company’s management has completed an assessment of the effectiveness of Parentthe Company’s internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 20202018, and such assessment concluded that such controls were system was effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to Neither the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’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 internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its SubsidiariesSubsidiaries has outstanding, whether or not employed by Parent has arranged any outstanding, “extension of credit” to directors or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) executive officers of the Parent Board pursuant Company prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. No executive officer of the Company has failed, in the last two (2) years, to make the rules adopted pursuant to certifications required of him or her under Section 307 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Documents, except as disclosed in certifications filed with such Company SEC Documents. Neither the Company nor, to the Knowledge of the Company, any of its executive officers has, in the last two (2) years, received written notice from any Governmental Entity challenging or any Parent policy contemplating questioning the accuracy, completeness, form or manner of filing of such reporting, including in instances not required by those rulescertifications.

Internal Controls and Procedures. (a) Parent has The Company and its Subsidiaries have established and maintains maintain disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such The Company’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible for Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications required pursuant to Sections 302 and 906 of Parent’s filings with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). The principal executive officer and principal financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and Canadian Securities Administrators such certificates were true and other public disclosure documents. (b) Parent maintains correct. The Company and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is reporting, which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Company Financials) for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors the Board of ParentDirectors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of Parent the Company and its Subsidiaries that are used in Subsidiaries. To the systems Knowledge of disclosure controls and procedures and the Company, since the date of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems most recent Form 10-QSB filed with the SEC, neither the Company nor any of disclosure controls and procedures and its Subsidiaries (including any Employee), nor the Company’s independent auditors or legal counsel has identified or been made aware of financial reporting controls and procedures (A) any significant deficiency or material weakness in the reports generated thereby. (c) Parent’s management has completed an assessment design or operation of the effectiveness of Parent’s internal controls control over financial reporting pursuant to Section 404 utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other Employees), or (C) any claim or allegation regarding any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for foregoing. In connection with the year ended December 31periods covered by the Company Financials, 2020, and such assessment concluded that such controls were effective. the Company has disclosed to Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant all deficiencies and material weaknesses identified in writing by the Company or the Company’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect utilized by the Parent’s ability to record, process, summarize Company and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent LTX has established and maintains disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such LTX’s disclosure controls and procedures are effective in providing reasonable assurance designed to ensure that all material information required to be disclosed by Parent LTX in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to LTX’s management as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The principal executive officer and principal financial officer of Parent’s filings with LTX have made all certifications required by the SEC ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Canadian Securities Administrators any related rules and other public disclosure documents. (b) Parent regulations promulgated by the SEC. LTX and each of its Subsidiaries has established and maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that reporting, which is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the LTX Financials) for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsLTX and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent LTX and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of ParentDirectors of LTX, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentLTX’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of Parent LTX and its Subsidiaries. To the Knowledge of LTX, since the date of LTX’s most recent Form 10-Q filed with the SEC, neither LTX nor any of its Subsidiaries that are used (including any LTX Employee), nor LTX’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the systems design or operation of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct internal control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 utilized by LTX and its Subsidiaries, (B) any fraud, whether or not material, that involves LTX’s management or other LTX Employees, or (C) any claim or allegation regarding any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for foregoing. In connection with the year ended December 31periods covered by the LTX Financials, 2020, and such assessment concluded that such controls were effective. Parent LTX has disclosed, based on its most recent evaluation of its internal controls prior disclosed to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant Credence all deficiencies and material weaknesses identified in writing by LTX or LTX’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize utilized by LTX and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of Company are being executed and made only in accordance with appropriate authorizations of management and the Company Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) maintain accountability for assets, and (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of Company and its Subsidiaries. Company’s system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated therebyGAAP. (cb) Parent’s management has completed an assessment To the Knowledge of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31Company, 2020from May 24, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to 2021 through the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) neither Company nor any significant deficiencies and of its Subsidiaries or any of their respective directors or officers has received any material weaknesses written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures or methodologies of Company or any of its Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Company or any of its Subsidiaries has engaged in the design unlawful accounting or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information auditing practices and (ii) there has been no material change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise) of Company that is not described in the Company Financial Statements. Since May 24, 2021, Company and its Subsidiaries have not identified and have not been advised in writing by the auditors of Company and its Subsidiaries of any fraud or allegation of fraud, whether or not material, that involves management or other employees of Company or any of its Subsidiaries who have a significant role in internal control over financial reporting. As of the date Company’s or any of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its Subsidiaries internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such The Company's disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent the Company in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"). The Company's management has began its assessment of the effectiveness of the Company's system of internal control over financial reporting for purposes of the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the preparation fiscal year ending December 31, 2007. As of Parent’s filings with the SEC date hereof, there is no reason to believe that Company's outside auditors and Canadian Securities Administrators its principal executive officer and other public disclosure documents. principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Sections 302, 404 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification (b) Parent maintains except to the extent expressly permitted by such rules and regulations), when next due. The principal executive officer and principal financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC. The Company and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is reporting, which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Company Financials) for external purposes in accordance with GAAP and includes U.S. GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsU.S. GAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors the Board of ParentDirectors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s Company's assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of Parent the Company and its Subsidiaries. To the knowledge of the Company, since the date of the Company's most recent Form 10-QSB filed with the SEC, neither the Company nor any of its Subsidiaries that are used (including any employee of the Company or the Company's Subsidiaries, nor the Company's independent auditors has identified or been made aware of (A) any significant deficiency or material weakness in the systems design or operation of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct internal control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company's management or other Employees), or (C) any claim or allegation regarding any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for foregoing. In connection with the year ended December 31periods covered by the Company Financials, 2020, and such assessment concluded that such controls were effective. Parent the Company has disclosed, based on its most recent evaluation of its internal controls prior disclosed to the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant Zoi all deficiencies and material weaknesses identified in writing by the Company or the Company's independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect utilized by the Parent’s ability to record, process, summarize Company and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule defined in Exchange Act Rules 13a-15 under the Exchange Act. Such disclosure controls and procedures 15d-15) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission's rules and forms, and is accumulated and communicated to the individuals responsible for Company's management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the Company's consolidated financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company's disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures 's most recently filed quarterly report on Form 10-Q or annual report on Form 10-K, as the reports generated thereby. (c) Parent’s management has completed an assessment case may be, that precedes the date of the effectiveness of Parent’s internal controls over financial reporting pursuant Disclosure Package and the Prospectus and were effective in all material respects to Section 404 of perform the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting; (ii) any significant deficiency in the design or operation of its internal control over financial reporting that which are reasonably likely to adversely affect the Parent’s Company's ability to record, process, summarize and report financial information and data since the end of the Company's most recent audited fiscal year; or (iiiii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. As The internal controls are overseen by the Audit Committee of the date Board of Trustees of the Company in accordance with the applicable rules of the NYSE. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company's internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls maintains, and procedures at all times since January 1, 2021 has maintained, a system of internal control over financial reporting as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsgenerally accepted accounting principles, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations of management and directors of Parent, the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its financial statements. The recordsCompany maintains, systemsand at all times since January 1, controls2021, data and information of Parent and its Subsidiaries that are used in the systems of has maintained, disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are as required by Rule 13a-15 or Rule 15d-15 under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of Exchange Act. Such disclosure controls and procedures are reasonably effective to ensure that all material information relating to the Company required to be disclosed in the Company’s periodic reports under the Exchange Act is recorded, processed, summarized and of reported within the time periods specified in the SEC’s rules and forms and that all such information is made known to the Company’s principal executive officer and its principal financial reporting officer by others within the Company, and such disclosure controls and procedures or are effective in timely alerting the Company’s principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports generated thereby. (c) Parentrequired under the Exchange Act and to enable the Company’s management has completed an assessment of to make the effectiveness of Parent’s internal controls over financial reporting certifications required pursuant to Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for Act. Neither the year ended December 31Company nor its principal executive officer or principal financial officer has received notice from any Governmental Entity challenging or questioning the accuracy, 2020completeness, and form or manner of filing of such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation certifications as of its internal controls prior to the date of this Agreement, to . There are no “material weaknesses” or “significant deficiencies” (as each term is defined by the Parent’s auditors and the audit committee of the Parent Public Company Accounting Oversight Board, (i) any significant deficiencies and material weaknesses in the design or operation of the Company’s internal controls controls. Since December 31, 2021, neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of (a) any significant deficiency or material weakness in the system of internal control over financial reporting that are reasonably likely to adversely affect utilized by the Parent’s ability to record, process, summarize and report financial information and Company; or (iib) any fraud, whether or not material, fraud that involves the Company’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting. As reporting utilized by the Company. (b) There are no outstanding or unresolved comments in comment letters received from the SEC’s staff related to any Company SEC Documents, none of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as Company SEC Documents is (to the Knowledge of the date Company) the subject of this Agreementongoing SEC review, and there are no formal internal investigations or inquiries or investigations by the SEC or other Governmental Entities that are pending or, to the Knowledge of Parentthe Company, nothing has come threatened, in each case related to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controlsaccounting practices of the Company. To Since January 1, 2021, (i) none of the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent Company or any of its SubsidiariesRepresentatives has received any material bona fide complaint, allegation, assertion or claim, whether written or oral, related to the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, and (ii) no attorney representing the Company, whether or not employed by Parent or any of its Subsidiariesthe Company, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent the Company or any of its officers, directors, employees or agents Representatives to the ParentCompany Board or any committee thereof or to the Company’s chief legal officer or chief executive officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule defined in Exchange Act Rules 13a-15 under the Exchange Act. Such disclosure controls and procedures 15d-15) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the Company’s consolidated financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures most recently filed quarterly report on Form 10-Q or annual report on Form 10-K, as the reports generated thereby. (c) Parent’s management has completed an assessment case may be, that precedes the date of the effectiveness of Parent’s internal controls over financial reporting pursuant Disclosure Package and the Prospectus and were effective in all material respects to Section 404 of perform the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As The internal controls are overseen by the Audit Committee of the date Board of Trustees of the Company in accordance with the applicable rules of NASDAQ. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed annual report on Form 10-K which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus and were effective in all material respects to Section 404 of perform the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As The Company is not aware of the date of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures (as required by Rule defined in Exchange Act Rules 13a-15 under the Exchange Act. Such disclosure controls and procedures 15d-15) that are effective in providing reasonable assurance designed to ensure that information required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis reported, within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent generally accepted accounting principles and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations the authorization of management and directors of Parentmanagement, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Parent’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and have been evaluated for effectiveness as of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control end of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed quarterly report on Form 10-Q which precedes the reports generated thereby. (c) Parent’s management has completed an assessment date of the effectiveness of Parent’s internal controls over financial reporting pursuant Prospectus and were effective in all material respects to Section 404 of perform the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, the date Company was not aware of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As The Company is not aware of the date of any change in its internal control over financial reporting that has occurred during its most recent audited financial statementsfiscal quarter that has materially affected, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its is reasonably likely to materially affect, the Company’s internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent The Company has established and maintains internal control over financial reporting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (ia) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parent, the Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of Subsidiaries. Such disclosure controls and procedures and of financial reporting controls and procedures described above are recordeddesigned to ensure that material information relating to the Company, storedincluding its Subsidiaries, maintained and operated under means required to be disclosed by the Company in the reports that are it files or submits under the exclusive ownership Exchange Act is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures and of financial reporting controls and procedures or are effective to ensure that information required to be disclosed by the Company in the reports generated thereby. (c) Parentthat it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s management has completed an assessment of the effectiveness of Parent’s internal controls over principal executive officer and its principal financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the ParentCompany’s auditors and the audit committee of the Parent Board, Company Board (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the ParentCompany’s ability to record, process, summarize and report financial information data and have identified for the Company’s auditors any material weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such Company’s internal controls. To the Knowledge of Parentthe Company, since December 31January 1, 20182014, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, matters have been received by Parentthe Company. To Since January 1, 2014, the Knowledge Company has not received any material complaints through the Company’s whistleblower hotline or equivalent system for receipt of Parentemployee concerns regarding possible violations of applicable Law. Since January 1, since December 31, 20182014, no attorney representing Parent the Company or any of its Subsidiaries, whether or not employed by Parent the Company or any of its Subsidiaries, has reported evidence of a violation of applicable Law that are securities Lawslaws, breach of fiduciary duty or similar violation by Parent the Company or any of its officers, directors, employees or agents to the ParentCompany’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Company Board or to the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent Company policy contemplating such reporting, including in instances not . The principal executive officer and the principal financial officer of the Company have made all certifications required by those rulesthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Internal Controls and Procedures. (a) Parent Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of Company are being executed and made only in accordance with appropriate authorizations of management and the Company Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) maintain accountability for assets, and (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of Company and its Subsidiaries. Company’s system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated therebyGAAP. (cb) Parent’s management has completed an assessment To the Knowledge of the effectiveness of Parent’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31Company, 2020from January 1, and such assessment concluded that such controls were effective. Parent has disclosed, based on its most recent evaluation of its internal controls prior to 2022 through the date of this Agreement, to the Parent’s auditors and the audit committee of the Parent Board, (i) neither Company nor any significant deficiencies and of its Subsidiaries or any of their respective directors or officers has received any material weaknesses written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures or methodologies of Company or any of its Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Company or any of its Subsidiaries has engaged in the design unlawful accounting or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information auditing practices and (ii) there has been no material change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise) of Company that is not described in the Company Financial Statements. Since January 1, 2022, Company and its Subsidiaries have not identified and have not been advised in writing by the auditors of Company and its Subsidiaries of any fraud or allegation of fraud, whether or not material, that involves management or other employees of Company or any of its Subsidiaries who have a significant role in internal control over financial reporting. As of the date Company’s or any of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its Subsidiaries internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) Parent has established The Company and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation each of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains its Subsidiaries maintain a system of internal accounting controls over financial reporting sufficient to provide reasonable assurances that (as defined in Rule 13a-15 under the Exchange Act1) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes transactions are executed in accordance with GAAP and includes policies and procedures that management’s general or specific authorization; (i2) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP generally accepted accounting principles as applied in the United States and to maintain accountability for assets, that ; (3) access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, management’s general or specific authorization; and (iii4) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisitionintervals and appropriate action is taken with respect to any differences. Except as described in the Disclosure Package and the Prospectus, use or disposition since the end of the ParentCompany’s assets that could have a most recent audited fiscal year, there has been (I) no material effect on its financial statements. The records, systems, controls, data and information of Parent and its Subsidiaries that are used weakness in the systems of disclosure controls and procedures and of Company’s internal control over financial reporting controls (whether or not remediated) and procedures described above are recorded(II) no change in the Company’s internal control over financial reporting that has materially affected, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not is reasonably be expected likely to adversely affect or disrupt, in any material respectmaterially affect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s management has completed an assessment of the effectiveness of Parent’s internal controls control over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effectivereporting. Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the ParentThe Company’s auditors and the audit committee Audit Committee of the Parent Board, Board of Directors have been advised of: (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the ParentCompany’s ability to record, process, summarize summarize, and report financial information data; and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such Company’s internal controls. To The Company and its consolidated Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Knowledge of ParentCompany in the reports that it files or submits under the Securities Act is recorded, since December 31processed, 2018summarized and reported, no material complaints from any source regarding accounting, internal accounting controls or auditing matterswithin the time periods specified in the Commission’s rules and forms, and no concerns from Parent employees regarding questionable accounting is accumulated and communicated to the Company’s management, including its principal executive officer or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent officers and principal financial officer or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directorsas appropriate, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesallow timely decisions regarding disclosure.

Internal Controls and Procedures. (a) Parent The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by Parent the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the Company SEC and Canadian Securities Administrators Documents and other public disclosure documents. (b) Parent The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent in all material respectsthe Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that transactions are being executed only in accordance with authorizations of management and directors of the Company and access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parentthe Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the ParentCompany’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent the Company or a wholly owned Subsidiary of Parent the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) ParentThe Company’s management has completed an assessment of the effectiveness of Parentthe Company’s internal controls over financial reporting pursuant to Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 3128, 20202024, and such assessment concluded that such controls were effective. Parent The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the ParentCompany’s auditors and the audit committee of the Parent Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the ParentCompany’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 internal control controls over financial reporting. As of the date of its most recent audited financial statements, neither Parent the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parentthe Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To The Company has made available to Parent (A) a summary of any such disclosure made by management to the Knowledge Company’s independent registered public accounting firm and audit committee since the date of Parentits most recent audited financial statements and (B) any material communication made since the date of its most recent audited financial statements by management or the Company’s independent registered public accounting firm to the audit committee required or contemplated by listing standards of the NYSE, since December 31the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board (the “PCAOB”). In the last three years, 2018neither the Company nor its independent registered public accounting firm has identified any critical audit matters in accordance with AS 3101 promulgated by PCAOB. In the last three years, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from Parent employees Continuing Employees regarding questionable accounting or auditing matters, have been received by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesCompany.

Internal Controls and Procedures. (a) Parent CCE has established and maintains "disclosure controls and procedures procedures" and "internal control over financial reporting" (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such CCE's disclosure controls and procedures are effective in providing reasonable assurance that all material information required to be disclosed by Parent CCE in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to CCE's management as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Section 302 and 906 of the preparation of Parent’s filings with the SEC ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. CCE adheres to and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains enforces a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that which is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions Transactions and dispositions of the assets of Parent in all material respectsCCE and its Subsidiaries, (ii) provide reasonable assurance that transactions Transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parentand, if required, the CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information Assets of Parent CCE and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) Parent’s Subsidiaries. CCE's management has completed an its assessment of the effectiveness of Parent’s CCE's internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202009, and such assessment concluded that such controls were effective. Parent has disclosedExcept as set forth on Section 4.7 of the CCE Disclosure Letter, based on its most recent evaluation of its internal controls prior neither CCE, nor to the date Knowledge of this AgreementCCE, to the Parent’s CCE's independent auditors and the audit committee has identified or been made aware of the Parent Board, (iA) any significant deficiencies and deficiency or material weaknesses weakness, in each case which has not been subsequently remediated, in the design or operation system of internal controls control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to recordutilized by CCE and its Subsidiaries, processtaken as a whole, summarize and report financial information and or (iiB) any fraud, whether or not material, fraud that involves CCE's management or other employees who have a significant role in the preparation of financial statements with financial reporting oversight or the internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received utilized by Parent. To the Knowledge of Parent, since December 31, 2018, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rulesCCE.

Internal Controls and Procedures. (a) Parent The Company has established and maintains internal control over financial reporting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) Parent maintains a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (ia) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent in all material respectsthe Company and its Subsidiaries, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of Parent and that receipts and expenditures of Parent the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of Parent, the Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of Parent the Company and its Subsidiaries that are used in the systems of Subsidiaries. Such disclosure controls and procedures and of financial reporting controls and procedures described above are recordeddesigned to ensure that material information relating to the Company, storedincluding its Subsidiaries, maintained and operated under means required to be disclosed by the Company in the reports that are it files or submits under the exclusive ownership Exchange Act is accumulated and direct control of Parent or a wholly owned Subsidiary of Parent or its accountants, except as would not reasonably be expected communicated to adversely affect or disrupt, in any material respect, the Company’s systems of principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures and of financial reporting controls and procedures or are effective to ensure that information required to be disclosed by the Company in the reports generated thereby. (c) Parentthat it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s management has completed an assessment of the effectiveness of Parent’s internal controls over principal executive officer and its principal financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. Parent has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the ParentCompany’s auditors and the audit committee of the Parent Company Board, and Schedule 4.8 of the Company Disclosure Schedule sets forth, (i) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the ParentCompany’s ability to record, process, summarize and report financial information data and have identified for the Company’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its Company’s internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of Parentthe Company, nothing has come such deficiencies or frauds have not occurred that would reasonably be expected, either individually or in the aggregate, to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controlshave a Company Material Adverse Effect. To the Knowledge of Parentthe Company, since December 31September 24, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, matters have been received by Parentthe Company. To the Knowledge of Parent, since December 31Since September 24, 2018, no attorney representing Parent the Company has not received any material complaints through the Company’s whistleblower hotline or any equivalent system for receipt of its Subsidiaries, whether or not employed by Parent or any employee concerns regarding possible violations of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to applicable Law. The principal executive officer and the Parent’s chief legal officer, audit committee (or other committee designated for the purpose) principal financial officer of the Parent Board pursuant to the rules adopted pursuant to Section 307 of Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating and the Exchange Act with respect to the Company SEC Documents, and the statements contained in such reporting, including in instances not required by those rulescertifications were complete and correct as of the dates they were made.