Common use of Internal Controls and Procedures Clause in Contracts

Internal Controls and Procedures. (a) 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 the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) 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 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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of 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) The Company’s management has completed an assessment of the effectiveness of the 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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company 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 all information required to be disclosed by the Company Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of the CompanyParent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) The Company 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 the Company 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 the Company Parent and that receipts and expenditures of the Company Parent are being made only in accordance with authorizations of management and directors of the CompanyParent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company 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 the Company Parent or a wholly owned Subsidiary of the Company 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) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’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. The Company Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the CompanyParent’s auditors and the audit committee of the Company 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 CompanyParent’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 the Company 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 the CompanyParent, 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 the CompanyParent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company Parent employees regarding questionable accounting or auditing matters, have been received by the CompanyParent. To the Knowledge of the CompanyParent, since December 31, 2018, no attorney representing the Company Parent or any of its Subsidiaries, whether or not employed by the Company Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company Parent or any of its officers, directors, employees or agents to the CompanyParent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by 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 the preparation of the Company’s filings with 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 SEC and other public disclosure documents. (b) The 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 the Company in all material respectsCompany, (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 the Company generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Companymanagement, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of the Company 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 recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, 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) The Company’s management has completed an assessment date of the effectiveness of Prospectus and were effective in all material respects to perform the Company’s internal controls over financial reporting pursuant to Section 404 of functions for which they were established. Based on the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the Company’s auditors and the audit committee of the Company Board, was not aware of (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 Company’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 statements, neither 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 the Company, nothing has come to its attention fiscal quarter that has caused it materially affected, or is reasonably likely to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Companymaterially affect, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such internal control over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 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 the preparation of the Company’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and other public disclosure documents. 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (b) 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. 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 the Company in all material respectsand 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 the Company and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of Directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of the Company and its Subsidiaries that are used in Subsidiaries. To 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 Knowledge of the Company or a wholly owned Subsidiary of Company, since 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) The Company’s management has completed an assessment of the effectiveness date of the Company’s most recent periodic report filed with the SEC, neither the Company nor any of its Subsidiaries (including any Company Employee), nor the Company’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the design or operation of 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. The periods covered by the Company has disclosed, based on its most recent evaluation of its internal controls Financials filed prior to the date of this Agreement, the Company has disclosed to Acquiror (I) all deficiencies and weaknesses identified in writing by the Company or the Company’s independent auditors and the audit committee of the Company Board, (iwhether current or former) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect utilized by the Company’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 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether claim or not employed by allegation regarding the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesforegoing.

Internal Controls and Procedures. (a) The Company 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 the Company ▇▇▇▇▇▇ is recorded and reported on a timely basis to the individuals responsible for the preparation of the CompanyParent’s filings with the SEC and other public disclosure documents. (b) The Company 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 the Company 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 the Company Parent and that receipts and expenditures of the Company Parent are being made only in accordance with authorizations of management and directors of the CompanyParent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company 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 the Company Parent or a wholly owned Subsidiary of the Company 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) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’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. The Company Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the CompanyParent’s auditors and the audit committee of the Company 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 CompanyParent’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 the Company 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 the CompanyParent, 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 the CompanyParent, since December 31, 20182022, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company Parent employees regarding questionable accounting or auditing matters, have been received by the CompanyParent. To the Knowledge of the CompanyParent, since December 31, 20182022, no attorney representing the Company Parent or any of its Subsidiaries, whether or not employed by the Company Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company Parent or any of its officers, directors, employees or agents to the CompanyParent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) 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 the Company 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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, 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 Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data intervals and information of 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 the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected appropriate action is taken with respect 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 therebydifferences. (cb) The Company’s management has completed an assessment “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the effectiveness 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, processed, summarized and reported within the time period specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s internal controls over principal executive officer and principal financial reporting pursuant officer as appropriate to Section 404 allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act and 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. 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 Company’s auditors and the audit committee of Company Board (and made available to Parent a summary of the Company 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 Company’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 the The Company nor its auditors had 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 Auditing Standard No. 60, as in effect on the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesdate hereof.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by 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 the preparation of the Company’s filings with 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 SEC and other public disclosure documents. (b) The 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 the Company in all material respectsCompany, (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 the Company United States generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of the Company 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 recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, 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) The Company’s management has completed an assessment date of the effectiveness of Prospectus and were effective in all material respects to perform the Company’s internal controls over financial reporting pursuant to Section 404 of functions for which they were established. Based on the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the Company’s auditors and the audit committee of the Company Board, was not aware of (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 Company’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 statements, neither 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 the Company, nothing has come to its attention fiscal quarter that has caused it materially affected, or is reasonably likely to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Companymaterially affect, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such internal control over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required Act designed to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) 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 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 the Company in all material respectsCompany, (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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, Company and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets of the Company that could have a material effect on its the financial statements. The records, systems, controls, data and information of the Company 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 that are under reported within the exclusive ownership time periods specified in the rules and direct control forms of the Company or a wholly owned Subsidiary of the Company or its accountantsSEC, except as would not reasonably be expected and that all such material information is accumulated and 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) The Company’s management has completed an assessment of the effectiveness of the Company’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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board, Board of Directors (the material circumstances of which (if any) have been made available to Parent 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 Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. As of Since the date of its most recent audited financial statementsLookback Date, neither 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matterspractices, have been received by the Company. To the Knowledge procedures, methodologies or methods of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether Company Subsidiary or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulestheir respective internal accounting controls.

Internal Controls and Procedures. (a) 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 the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) 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 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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of 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) The Company’s management has completed an assessment of the effectiveness of the 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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither 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 the 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 the Company, since December 31, 20182022, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 20182022, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company 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 Rovi in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company 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 SEC, and that all such material information is accumulated and communicated to Rovi’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 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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The records, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of 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) The CompanyRovi’s management has completed an assessment of the effectiveness of the CompanyRovi’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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreementand, to the Company’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 Company 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 CompanyRovi’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 the Company 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.Rovi SEC Documents

Internal Controls and Procedures. (a) 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 the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) 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 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 the Company and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of 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 the Company or a wholly wholly-owned Subsidiary of 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) The Company’s management has completed an assessment of the effectiveness of the 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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither 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 the 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 the Company’s Knowledge, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company’s Knowledge, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by 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 the Company’s filings with the SEC and other public disclosure documents. (b) The 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 the Company in all material respectsCompany, (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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the Company's consolidated financial statements. The records, systems, controls, data and information of the Company 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 recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, 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) The Company’s management has completed an assessment case may be, that precedes the date of the effectiveness of Disclosure Package and the Company’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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the Company’s auditors and the audit committee of the Company Board, was not aware of (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 Company’s '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 or is reasonably likely to materially affect, the Company nor its auditors had identified any significant deficiencies or material weaknesses in its Company's internal controls control over financial reporting and, as of the date of this Agreement, to the Knowledge of the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by 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 the preparation of the Company’s filings with 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 SEC and other public disclosure documents. (b) The 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 the Company in all material respectsCompany, (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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the Company’s consolidated financial statements. The records, systems, controls, data and information of the Company 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 recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, 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) The Company’s management has completed an assessment case may be, that precedes the date of the effectiveness of Prospectus or any Permitted Free Writing Prospectus and were effective in all material respects to perform the Company’s internal controls over financial reporting pursuant to Section 404 of functions for which they were established. Based on the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the Company’s auditors and the audit committee of the Company Board, was not aware of (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 Company’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 statements, neither 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 the Company, nothing has come to its attention fiscal quarter that has caused it materially affected, or is reasonably likely to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Companymaterially affect, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such internal control over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the Company SEC Documents and other public disclosure documents. (b) 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 the Company in all material respectsCompany, (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 transactions are being executed only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made access to assets is permitted only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of 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) The Company’s management has completed an assessment of the effectiveness of the 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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control controls over financial reporting. As of the date of its most recent audited financial statements, neither 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 the 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 its 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 CompanyNYSE, 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 Company employees Continuing Employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by 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 the preparation of the Company’s filings with 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 SEC and other public disclosure documents. (b) The 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 the Company in all material respectsCompany, (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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the Company’s consolidated financial statements. The records, systems, controls, data and information of the Company 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 recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, 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) The Company’s management has completed an assessment case may be, that precedes the date of the effectiveness of Disclosure Package and the Company’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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the Company’s auditors and the audit committee of the Company Board, was not aware of (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 Company’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 statements, neither 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 the Company, nothing has come to its attention fiscal quarter that has caused it materially affected, or is reasonably likely to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Companymaterially affect, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such internal control over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by 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 the preparation of the Company’s filings with 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 SEC and other public disclosure documents. (b) The 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 the Company in all material respectsCompany, (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 the Company generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of the Company 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 recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, 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) The Company’s management has completed an assessment date of the effectiveness of Prospectus and were effective in all material respects to perform the Company’s internal controls over financial reporting pursuant to Section 404 of functions for which they were established. Based on the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the Company’s auditors and the audit committee of the Company Board, was not aware of (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 Company’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 statements, neither 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 the Company, nothing has come to its attention fiscal quarter that has caused it materially affected, or is reasonably likely to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Companymaterially affect, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such internal control over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company 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 Verigy in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to Verigy’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and other public disclosure documents. (b) 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company principal executive officer and principal financial officer of Verigy have made all certifications required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and 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 the Company 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 the Company and that receipts and expenditures of the Company Verigy and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of the CompanyDirectors of Verigy, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyVerigy’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of the Company 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 the Company or a wholly owned Subsidiary of 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) The Company’s management has completed an assessment of the effectiveness of the Company’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. The Company 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 Company’s auditors and the audit committee of the Company 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 Company’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 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether claim or not employed by allegation regarding the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesforegoing.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The 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 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 the Company in all material respectsCompany, (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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, Company and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data Company maintains disclosure controls and procedures as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably effective to ensure that all material information of relating to the Company and its Subsidiaries that are used required to be disclosed in the systems Company’s periodic reports under the Exchange Act and 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 its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and of its principal financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are officer to such information required to be included in the Company’s periodic reports required under the exclusive ownership and direct control 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 the Company or a wholly owned Subsidiary Board or, to the Knowledge of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respectCompany, 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) Company’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 the 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. The Neither the Company has disclosed, based on its most recent evaluation nor any of its internal controls prior Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to the date of this Agreement, to the Company’s auditors and the audit committee directors or executive officers of the 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 Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received prohibited by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesAct.

Internal Controls and Procedures. (a) The Company 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 CCE in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to CCE’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Section 302 and other public disclosure documents. (b) The Company maintains 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. CCE adheres to and 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 the Company 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 the Company and that receipts and expenditures of the Company CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of and, if required, the Company, CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information Assets of the Company 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 the Company or a wholly owned Subsidiary of 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) The CompanySubsidiaries. CCE’s management has completed an its assessment of the effectiveness of the CompanyCCE’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. The Company 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 CompanyCCE’s independent auditors and the audit committee has identified or been made aware of the Company 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 Company’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 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received utilized by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesCCE.

Internal Controls and Procedures. (a) 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 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 the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"). The Company's management has began its assessment of the effectiveness of the Company’s filings with 's system of internal control over financial reporting for purposes of the SEC requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ending December 31, 2007. As of the date hereof, there is no reason to believe that Company's outside auditors and other public disclosure documents. its principal executive officer and 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) 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 maintains 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 the Company in all material respectsand 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 the Company and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors the Board of Directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s 's assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of 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 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 (including any employee of the Company or a wholly owned Subsidiary 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 design or operation of internal control over financial reporting 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 foregoing. In connection with the periods covered by the Company Financials, the Company has disclosed to Zoi all deficiencies and weaknesses identified in writing by 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 's independent auditors (whether current or the reports generated thereby. (cformer) The Company’s management has completed an assessment of the effectiveness of the 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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed utilized by the Company or any of and its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company 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 the Company in all material respectsand 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 the Company and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of the Company, Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of the Company 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) that 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 the Company’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. The Company has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the Company’s auditors and the audit committee of the Company Board, 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 Company’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 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 the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such ’s internal controls. To the Knowledge of the Company, since December 31January 1, 20182014, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, matters have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.the

Internal Controls and Procedures. (a) The As soon as reasonably practicable after the date of this Agreement, the Company has established 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 all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) 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 (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 the Company in all material respectsand 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 the Company and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of the Company, Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used Subsidiaries. If reasonably requested by the Acquiror, the Acquiror’s independent auditors, or the Company’s independent auditors, the Company shall hire financial personnel (or allow financial personnel of Acquiror) to assist with implementing the foregoing. The identity and 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 hire until the earlier of the Closing Date and the termination of this Agreement. (b) The Company will promptly inform the Acquiror in the systems event that the Company, any of disclosure controls and procedures and its Subsidiaries, any of financial reporting controls and procedures described above are recordedthe officers, stored, maintained and operated under means that are under the exclusive ownership and direct control directors or Employees of the Company or a wholly owned Subsidiary any of the Company its Subsidiaries 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 identifies or becomes aware of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the 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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company 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 Company’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 who have a significant role in internal control over financial reporting. As Employees of the date of its most recent audited financial statements, neither 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether Subsidiaries who have a role in the preparation of financial statements or not employed the internal accounting controls utilized by the Company or any of its Subsidiaries, has reported evidence or (iii) any claim or allegation regarding any of a violation the foregoing. The Company will cause its officers and directors, in cooperation with the Acquiror, to evaluate the effectiveness of securities Laws, breach of fiduciary duty such internal controls in order to determine whether or similar violation by not there exist any significant deficiencies in the Company design or operation that could adversely affect the Company’s or any of its officersSubsidiaries’ ability to record, directorsprocess, employees or agents to summarize, and report financial data after the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesClosing.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by 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 the preparation of the Company’s filings with 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 SEC and other public disclosure documents. (b) The 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 the Company in all material respectsCompany, (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 the Company generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of the Company 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 recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, 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) The Company’s management has completed an assessment date of the effectiveness of Prospectus and were effective in all material respects to perform the Company’s internal controls over financial reporting pursuant to Section 404 of functions for which they were established. Based on the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the Company’s auditors and the audit committee of the Company Board, was not aware of (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 Company’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 statements, neither 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 the Company, nothing has come to its attention fiscal quarter that has caused it materially affected, or is reasonably likely to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Companymaterially affect, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such internal control over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company 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 CCE in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the Company’s filings with SEC, and that all such material information is accumulated and communicated to CCE's management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Section 302 and other public disclosure documents. (b) The Company maintains 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. CCE adheres to and 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 the Company 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 the Company and that receipts and expenditures of the Company CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of and, if required, the Company, CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information Assets of the Company 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 the Company or a wholly owned Subsidiary of 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) The Company’s Subsidiaries. CCE's management has completed an its assessment of the effectiveness of the Company’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. The Company 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 Company’s CCE's independent auditors and the audit committee has identified or been made aware of the Company 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 Company’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 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received utilized by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesCCE.

Internal Controls and Procedures. (a) 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 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 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 principal financial officer, as applicable, pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, at the time of filing of each such certification, such certification was true and accurate 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’s filings , 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 and other public disclosure documentsDocuments filed prior to the date hereof. (b) 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 the Company in all material respects, 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 the Company and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of the Company, ’s management and the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’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 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 the Company or a wholly owned Subsidiary of the Company 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) The Company’s management has completed an assessment of the effectiveness of the Company’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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that which are reasonably likely to adversely affect the Company’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 the date of its most recent audited financial statements, neither 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed utilized by the Company or any of and its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by 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 the preparation of the Company’s filings with 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 SEC and other public disclosure documents. (b) The 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 the Company in all material respectsCompany, (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 the Company United States generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of the Company 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 recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, 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) The Company’s management has completed an assessment date of the effectiveness of the Company’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. The Company 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 General Disclosure Package and the Prospectus, since the Company’s auditors and the audit committee of the Company Boardmost 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 Company’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 statements, neither 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 the Company, nothing has come to its attention fiscal quarter that has caused it materially affected, or is reasonably likely to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Companymaterially affect, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such internal control over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by 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 the preparation of the Company’s filings with 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 SEC and other public disclosure documents. (b) The 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 the Company in all material respectsCompany, (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 the Company United States generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of the Company 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 recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, 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) The Company’s management has completed an assessment date of the effectiveness Prospectus, and except as disclosed in each of the Company’s internal controls over financial reporting pursuant Registration Statement, the General Disclosure Package and the Prospectus, 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. The Company 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 Company’s auditors General Disclosure Package and the audit committee of the Company 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 Company’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 statements, neither 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 the Company, nothing has come to its attention fiscal quarter that has caused it materially affected, or is reasonably likely to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Companymaterially affect, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such internal control over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company 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 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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of 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 therebyGAAP. (cb) The To the Knowledge of Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020from January 1, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to 2022 through the date of this Agreement, to the Company’s auditors and the audit committee of the Company 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 Company’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 who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company Subsidiaries who have a role in Company’s or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such Subsidiaries internal controls over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The 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 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 the Company in all material respectsCompany, (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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, Company and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data Company maintains disclosure controls and procedures as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably effective to ensure that all material information of relating to the Company and its Subsidiaries that are used required to be disclosed in the systems Company’s periodic reports under the Exchange Act and 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 its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and of its principal financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are officer to such information required to be included in the Company’s periodic reports required under the exclusive ownership and direct control 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 the Company or a wholly owned Subsidiary Board or, to the Knowledge of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respectCompany, 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) Company’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 the 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. The Neither the Company has disclosed, based on its most recent evaluation nor any of its internal controls prior Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to the date of this Agreement, to the Company’s auditors and the audit committee directors or executive officers of the 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 Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As prohibited by Section 402 of the date of its most recent audited financial statements, neither 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 the 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▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) No executive officer of the Company Board pursuant 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 or with respect to any Company policy contemplating SEC Documents, except as disclosed in certifications filed with such reportingCompany SEC Documents. Neither the Company nor, including to the Knowledge of the Company, any of its executive officers has, in instances not required by those rulesthe last two (2) years, received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Internal Controls and Procedures. (a) The Company 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 all information required , designed to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) 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 provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company 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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companygenerally accepted accounting principles. Buyer’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of 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 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 that are under reported within the exclusive ownership time periods specified in the rules and direct control forms of the Company or a wholly owned Subsidiary of the Company or its accountantsSEC, except as would not reasonably be expected and that all such material information is accumulated and 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) The CompanyBuyer’s management has completed an assessment of as appropriate to allow timely decisions regarding required disclosure and to make the effectiveness of the Company’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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement2018, to the CompanyBuyer’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 material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company 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 Company’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 the Company 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matterspractices, have been received by the Company. To the Knowledge procedures, methodologies or methods of the Company, since December 31, 2018, no attorney representing the Company Buyer or any of its Subsidiaries, whether subsidiaries or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulestheir respective internal accounting controls.

Internal Controls and Procedures. (a) The Company 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 LTX-Credence in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to LTX-Credence’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and other public disclosure documents. 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (b) the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). The Company principal executive officer and principal financial officer of LTX-Credence have made all certifications required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and 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 the Company 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 the Company and that receipts and expenditures of the Company LTX-Credence and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of the CompanyDirectors of LTX-Credence, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyLTX-Credence’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of the Company 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 the Company or a wholly owned Subsidiary of 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) The Company’s management has completed an assessment of the effectiveness of the Company’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. The Company 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 Company’s auditors and the audit committee of the Company 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 Company’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 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether claim or not employed by allegation regarding the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesforegoing.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The 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 reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respectsCompany, (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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’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 the Company 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 the Company or a wholly owned Subsidiary of 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 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) The required under the Exchange Act and to enable the Company’s management has completed an assessment of to make the effectiveness of the Company’s internal controls over financial reporting certifications required pursuant to Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effectiveAct. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Neither the Company nor its auditors had identified principal executive officer or principal financial officer has received notice from any significant deficiencies Governmental Entity challenging or material weaknesses in its internal controls over financial reporting andquestioning the accuracy, completeness, form or manner of filing of such certifications as of the date of this Agreement. There are no “material weaknesses” or “significant deficiencies” (as each term is defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls. Since December 31, 2021, neither the Company nor, to the Knowledge of the Company, nothing the Company’s independent registered public accounting firm has come 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; 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 the Company. (b) There are no outstanding or unresolved comments in comment letters received from the SEC’s staff related to its attention that has caused it any Company SEC Documents, none of the Company SEC Documents is (to believe that the Knowledge of the Company) the subject of ongoing SEC review, and there are any material weaknesses no formal internal investigations or significant deficiencies in such internal controls. To inquiries or investigations by the SEC or other Governmental Entities that are pending or, to the Knowledge of the Company, since December 31threatened, 2018, no material complaints from in each case related to any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by practices of the Company. To the Knowledge Since January 1, 2021, (i) none of the Company, since December 31, 2018, no attorney representing the 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 the Company or any of its SubsidiariesCompany, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees Representatives to the Company Board or agents 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 Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 a system of internal accounting controls and financial reporting (as required by Rule 13a-15 under the Exchange Act) that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company has established and maintains disclosure controls and procedures (as required by defined in Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance ) designed to ensure that all information required to be disclosed by 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 information is accumulated and communicated to the individuals responsible for the preparation of the Company’s filings with the SEC SEC, including its Chief Executive Officer and other public Chief Financial officer, as appropriate to allow timely decisions regarding required disclosure documentsand to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The Company maintains a system 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 over financial reporting (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act) that is effective in providing reasonable assurance regarding would be reasonably likely to materially and adversely affect the reliability of Company’s ability to record, process, summarize and report financial reporting information and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation any fraud or allegation of financial statements in accordance with GAAP and to maintain accountability for assetsfraud, whether or not material, that access to assets is permitted only in accordance with authorizations of involves management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could other employees who have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used significant role 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 the Company or a wholly owned Subsidiary of 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) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting reporting. (c) Except as relating to the Restatement and Related Matters, the Company has not received any complaint, allegation, assertion or claim in writing regarding the accounting practices, procedures, methodologies or methods of the Company or its internal accounting controls. The Company has not identified any significant deficiency or material weaknesses in the design or operation of internal controls over financial 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 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based next files a Report on its most recent evaluation Form 10-K or Form 10-Q under the Exchange Act. (d) None of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee Subsidiaries of the Company Boardis, (i) or has at 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 Company’s ability to recordtime since January 31, process2002, summarize and report financial information and (ii) any fraudbeen, 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 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, subject to the Knowledge reporting requirements of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses Section 13(a) or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose15(d) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesExchange Act.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by 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 the preparation of the Company’s filings with 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 SEC and other public disclosure documents. (b) The 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 the Company in all material respectsCompany, (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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the Company’s consolidated financial statements. The records, systems, controls, data and information of the Company 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 recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, 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) The Company’s management has completed an assessment case may be, that precedes the date of the effectiveness of Disclosure Package and the Company’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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the Company’s auditors and the audit committee of the Company Board, was not aware of (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 Company’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 statements, neither 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 the Company, nothing has come to its attention fiscal quarter that has caused it materially affected, or is reasonably likely to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Companymaterially affect, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such internal control over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company 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 the Company in all material respectsand 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 the Company and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of the Company, Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of the Company 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) that 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 the Company’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. The Company has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the Company’s auditors and the audit committee of the Company Board, 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 Company’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 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 the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such ’s internal controls. To the Knowledge of the Company, since December 31January 1, 20182013, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, matters have been received by the Company. To Since January 1, 2013, the Knowledge of Company has not received any material complaints through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of applicable Law. Since January 1, since December 31, 20182013, no attorney representing the Company or any of its Subsidiaries, whether or not employed by 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 the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (of the Company Board or other committee designated for the purpose) of to the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any 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) The Company has 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 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 the preparation of the Company’s filings with 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 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 other public disclosure documents. (b) such certificates were true and correct. The Company maintains 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 the Company in all material respectsand 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 the Company and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors the Board of Directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of the Company and its Subsidiaries that are used in Subsidiaries. To 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 Knowledge of the Company or a wholly owned Subsidiary of Company, since 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) The Company’s management has completed an assessment of the effectiveness date of the Company’s most recent Form 10-QSB filed with the SEC, neither the Company nor any of its Subsidiaries (including any Employee), nor the Company’s independent auditors or legal counsel has identified or been made aware of (A) any significant deficiency or material weakness in the design or operation of internal controls control over financial reporting pursuant to Section 404 of utilized by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31Company and its Subsidiaries, 2020(B) any fraud, and such assessment concluded whether or not material, that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to involves the Company’s auditors and the audit committee management or other Employees), or (C) any claim or allegation regarding any of the foregoing. In connection with the periods covered by the Company BoardFinancials, (i) any significant the Company has disclosed to Parent 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 the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed utilized by the Company or any of and its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company 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 LTX in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to LTX’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and other public disclosure documents. (b) 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company principal executive officer and principal financial officer of LTX have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and 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 the Company 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 the Company and that receipts and expenditures of the Company LTX and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of the CompanyDirectors of LTX, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyLTX’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of the Company 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 the Company or a wholly owned Subsidiary of 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) The Company’s management has completed an assessment of the effectiveness of the Company’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. The Company LTX has disclosed, based on its most recent evaluation of its internal controls prior disclosed to the date of this Agreement, to the Company’s auditors and the audit committee of the Company 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 Company’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 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by 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 the preparation of the Company’s filings with 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 SEC and other public disclosure documents. (b) The 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 the Company in all material respectsCompany, (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 the Company generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Companymanagement, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of the Company 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 recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, 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) The Company’s management has completed an assessment date of the effectiveness of Prospectus and were effective in all material respects to perform the Company’s internal controls over financial reporting pursuant to Section 404 of functions for which they were established. Based on the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreementcontrol over financial reporting, to the Company’s auditors and the audit committee of the Company Board, was not aware of (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 Company’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 statements, neither 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 the Company, nothing has come to its attention fiscal quarter that has caused it materially affected, or is reasonably likely to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Companymaterially affect, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such internal control over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company 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 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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of 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 therebyGAAP. (cb) The To the Knowledge of Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020from May 24, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to 2021 through the date of this Agreement, to the Company’s auditors and the audit committee of the Company 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 Company’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 who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company Subsidiaries who have a role in Company’s or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such Subsidiaries internal controls over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the Company SEC Documents and other public disclosure documents. (b) 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 the Company in all material respectsCompany, (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 transactions are being executed only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made access to assets is permitted only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of 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) The Company’s management has completed an assessment of the effectiveness of the 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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control controls over financial reporting. As of the date of its most recent audited financial statements, neither 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 the 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 its 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 CompanyNYSE, 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 Company employees Continuing Employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company 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 CCE in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to CCE’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Section 302 and other public disclosure documents. (b) The Company maintains 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. CCE adheres to and 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 the Company 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 the Company and that receipts and expenditures of the Company CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of and, if required, the Company, CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information Assets of the Company 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 the Company or a wholly owned Subsidiary of 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) The CompanySubsidiaries. CCE’s management has completed an its assessment of the effectiveness of the CompanyCCE’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. The Company 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 CompanyCCE’s independent auditors and the audit committee has identified or been made aware of the Company 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 Company’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 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received utilized by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesCCE.

Internal Controls and Procedures. (a) 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 the Company is recorded and reported on a timely basis to the individuals responsible for the preparation each of the Company’s filings with the SEC and other public disclosure documents. (b) The Company 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 the Company 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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, 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 Company’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 the Company 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 the Company or a wholly owned Subsidiary of the Company 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) The Company’s management has completed an assessment of the effectiveness of the Company’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. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee Audit Committee of the Company 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 Company’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 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 the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such ’s internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting The Company and its consolidated Subsidiaries employ disclosure controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or any of its Subsidiariessubmits under the Securities Act is recorded, has reported evidence of a violation of securities Lawsprocessed, breach of fiduciary duty or similar violation by summarized and reported, within the Company or any of its officerstime periods specified in the Commission’s rules and forms, directors, employees or agents and is accumulated and communicated to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reportingmanagement, including in instances not required by those rulesits principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Internal Controls and Procedures. (a) 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 the Company is recorded and reported on a timely basis to the individuals responsible for the preparation its subsidiaries maintain systems of the Company’s filings with the SEC and other public disclosure documents. (b) 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 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 the Company 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 of management management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and directors 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 the Company General Disclosure Package and that receipts and expenditures of the Company are being made only Final Offering Memorandum is prepared in accordance with authorizations of management the Commission’s rules and directors guidelines applicable thereto. Except as disclosed in each of the CompanyGeneral Disclosure Package and the Final Offering Memorandum, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition since the end of the Company’s assets that could have a material effect on its financial statements. The recordsmost recent audited fiscal year, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of the Company or its accountants, except as would has not reasonably be expected to adversely affect or disrupt, in identified any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures weaknesses or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of significant deficiencies in the 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 effectivereporting. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the board of directors of the Company Board, 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 Company’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 the Company 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 the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) 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 the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) 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 the Company 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 the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, 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 Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data intervals and information of 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 the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected appropriate action is taken with respect 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 therebydifferences. (cb) The Company’s management has completed an assessment “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the effectiveness 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, processed, summarized and reported within the time period specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s internal controls over principal executive officer and principal financial reporting pursuant officer as appropriate to Section 404 allow timely decisions regarding required disclosure and to make the certifications of the ▇principal executive officer and principal financial officer of the Company required under the Exchange Act and 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. 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 Company’s auditors and the audit committee of Company Board (and made available to Parent a summary of the Company 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 Company’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 the The Company nor its auditors had 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 Auditing Standard No. 60, as in effect on the 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 the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesdate hereof.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company 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 the Company in all material respectsand 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 the Company and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of the Company, Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of the Company 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) that 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 the Company’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. The Company has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the Company’s auditors and the audit committee of the 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 Company’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 the Company 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 the 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 the Company, since December 31September 24, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, matters have been received by the Company. To the Knowledge of the Company, since December 31Since September 24, 2018, no attorney representing the Company or has not received any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to material complaints through the Company’s chief legal officer, audit committee (whistleblower hotline or other committee designated equivalent system for receipt of employee concerns regarding possible violations of applicable Law. The principal executive officer and the purpose) principal financial officer of the Company Board pursuant to the rules adopted pursuant to Section 307 of have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any and the Exchange Act with respect to the Company policy contemplating 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.

Internal Controls and Procedures. (a) 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 all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company 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 the Company in all material respectsand 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 the Company and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of the Company, Company Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of 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 the Company or a wholly owned Subsidiary of the Company 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) that 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 the Company’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. The Company has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the Company’s auditors and the audit committee of the Company Board, 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 Company’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 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 the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such ’s internal controls. To the Knowledge of the Company, since December 31January 1, 20182014, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, matters have been received by the Company. To Since January 1, 2014, the Knowledge of Company has not received any material complaints through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of applicable Law. Since January 1, since December 31, 20182014, no attorney representing the Company or any of its Subsidiaries, whether or not employed by 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 the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (of the Company Board or other committee designated for the purpose) of to the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any 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.