Common use of ▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls Clause in Contracts

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth in the SEC Reports and the Registration Statement, the Company’s disclosure controls and procedures and internal controls are effective. Except as set forth in the SEC Reports, the Company is and the Subsidiaries are in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized summarized, and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth otherwise disclosed in the Registration Statement, Disclosure Package, and Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only for external purposes in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesGAAP. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except as disclosed in of the Company’s SEC Reportsdate hereof. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls that, in the judgment of the Board of Directors or the Company’s audit committee, are sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting reporting. The Company has implemented disclosure controls and procedures designed to ensure that material information relating to the Company is made known to management of the Company by others within those entities, which disclosure controls and procedures are, given the size of the Company and the Subsidiariesnature of its business, expected by management to be effective in alerting, on a timely basis, the Company’s management to material information required to be publicly disclosed. There has not been 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. Since December 31, 2007: (i) the Company has not received any material written complaint, allegation, assertion or claim, regarding the accounting or auditing practices of the Company or its internal accounting controls, including any complaint, allegation, assertion, or claim that the Company has engaged in questionable accounting or auditing practices; and (ii) no attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of Securities Laws, material breach of fiduciary duty or similar violation by the Company or any of their respective officers, directors, employees or agents to the Company’s Board of Directors or any committee thereof or to any director or officer of the Company.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth in the SEC Reports, the Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports2002 that are applicable to it. Except as set forth on Schedule 3.1(v)in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the SEC Reports, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Company’s most recently filed periodic report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the disclosure Company’s controls and procedures as of the Company and date prior to the Subsidiaries as filing date of applicable dates specified the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) of or, to the Company and Company’s knowledge, in other factors that could materially affect the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariescontrols.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the Registration Statement, and the Prospectus. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 1020-K F under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except of the Closing Date. Except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the SEC Reports, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (ia) transactions are executed in accordance with management’s general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iiic) access to assets is permitted only in accordance with management’s general or specific authorization, and (ivd) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is are reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Each member of the Company Group is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as amended, except as disclosed in of the Company’s SEC Reportsdate hereof. Except as set forth on Schedule 3.1(v), Each member of the Company and the Subsidiaries maintain Group maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Each member of the Company and the Subsidiaries have Group has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth in the SEC Reports, the Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except that are effective as disclosed in of the Company’s SEC Reportsdate hereof and as of the Closing Date, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as set forth on Schedule 3.1(v)in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the SEC Reports, the Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Except as set forth in the SEC Reports, the Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”), and the disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. The Except as set forth in the SEC Reports, the Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except Since the Evaluation Date and except as set forth in the ProspectusSEC Reports, since there have been no significant deficiencies or material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Since the Evaluation DateDate and except as set forth in the SEC Reports, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amendedof the date hereof and as of the Closing Date, except as disclosed where the failure to be in the Company’s SEC Reportscompliance would not have a Material Adverse Effect. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the each of its Subsidiaries have established and maintain a system systems of internal accounting controls that comply in all material respects with applicable regulatory requirements, including the Exchange Act, and are sufficient to provide reasonable assurance that: assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, authorization; and (ivD) amounts reflected on the recorded accountability Company’s consolidated balance sheet for assets is are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement or the Prospectus, since the filing of the annual report on Form 20-F for the fiscal year ended December 31, 2023, there has been (i) no new material weakness identified to the Company’s board of directors (or committee thereof) in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in all material respects with the any and all applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The As set forth in the SEC Reports, the Company’s disclosure controls and procedures and internal controls are not effective. Except as set forth in the SEC Reports, the Company is and the Subsidiaries are in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries use commercially reasonable efforts to maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in all material respects with the all applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable required provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except of the Initial Closing Date and each Settlement Date. Except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), (1) the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The ; (2) the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The ; (3) the Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, ; and (4) since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as disclosed in the Preliminary Prospectus and Prospectus (A) the Company is and its subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof, as amended, except of the Commencement Date and as disclosed in of the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), Exchange Date; (B) the Company and the Subsidiaries its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The ; and (C) the Company and the Subsidiaries its subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries its subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act Commission Reports is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries its subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been (i) no changes material weakness in the Company’s internal control over financial reporting (whether or not remediated), except as such term is defined disclosed in the most recently filed periodic report under the Exchange ActAct and in the Preliminary Prospectus and Prospectus and (ii) of no change in the Company and the Subsidiaries Company’s internal control over financial reporting that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth on Schedule 3.1(r), the Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth noted on Schedule 3.1(v3.1(r), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as noted on Schedule 3.1(r), the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth noted in the ProspectusSchedule 3.1(r), since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed annual report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company that has materially and the Subsidiaries that have materially adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries and their respective officers and directors are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized summarized, and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act end of the period covered by the Annual Report (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the Annual Report the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company Buyer is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, that are effective as amendedof the date hereof, except and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as disclosed in of the Company’s SEC Reports. Except date hereof and as set forth on Schedule 3.1(v)of the Closing Date, the Company and the Subsidiaries maintain Buyer maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have Buyer has established disclosure controls and procedures ([as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) ] for the Company and the Subsidiaries Buyer and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Buyer in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The CompanyBuyer’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries Buyer as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Buyer presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesBuyer.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company and each of its subsidiaries is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable Rules and Regulations thereunder that are effective as amendedof the date hereof and as of the Closing Date. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15 of the General Rules and Regulations under the Exchange Act (the “Exchange Act Rules”)) that, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), complies in all material respects with the Company requirements of the Exchange Act and has been designed by the Subsidiaries maintain a system of internal accounting controls sufficient Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (Except as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company described in the reports it files Time of Sale Disclosure Package, the Registration Statement or submits under the Exchange Act is recordedFinal Prospectus, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations internal control over financial reporting was effective as of the Evaluation Dateend of the Company’s most recent audited fiscal year. Except as set forth described in the Time of Sale Disclosure Package, the Registration Statement or the Final Prospectus, since the Evaluation Dateend of the Company’s most recent audited fiscal year, there have has been (A) no changes material weakness in the Company’s internal control over financial reporting (as such term is defined whether or not remediated) and (B) no change in the Exchange Act) of the Company and the Subsidiaries Company’s internal control over financial reporting that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting reporting. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 of the Exchange Act Rules) that comply in all material respects with the requirements of the Exchange Act; such disclosure controls and procedures have been reasonably designed to ensure that information required to be disclosed by the Company and each of its subsidiaries is accumulated and communicated to the SubsidiariesCompany’s management, including the Company’s principal executive officer and principal financial officer by others within those entities, and such disclosure controls and procedures are effective.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as disclosed in the Preliminary Prospectus and Prospectus, (A) the Company is and its subsidiaries are in compliance in all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except that are effective as disclosed in of the Company’s SEC Reports. Except date hereof, and the applicable rules and regulations promulgated by the Commission thereunder that are effective as set forth on Schedule 3.1(v)of the date hereof, as of the Commencement Date and as of the Exchange Date; (B) the Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Company Exchange Act applicable to the Company, and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the Subsidiaries preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Except as disclosed in the each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting; (C) since the date of the latest audited financial statements included or incorporated by reference in the Preliminary Prospectus, and except as disclosed in the Prospectus, there has been no change in the Company’s internal control over financial reporting that have materially affectedhas had a Material Adverse Effect, or is reasonably likely to materially affecthave a Material Adverse Effect, on the Company’s internal control over financial reporting reporting; and (D) the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the applicable requirements of the Exchange Act; such disclosure controls and procedures have been designed to provide reasonable assurance that material information relating to the Company and its subsidiaries is made known to the SubsidiariesCompany’s principal executive officer and principal financial officer by others within those entities; and, except as disclosed in the Prospectus, such disclosure controls and procedures are effective.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries and their respective officers and directors are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 1040-K F the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the ProspectusProspectuses, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth in the SEC Reports, the Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are in effect as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are in effect as amended, except as disclosed in of the Company’s SEC Reportsdate hereof. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable securities laws and GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the ProspectusSEC Reports, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and its Subsidiaries are in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, as amended, except as disclosed in the Company’s SEC Reportsand any and all related Regulations. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries Parties maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the its Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the its Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files the Company is required to file or submits submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the its Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is would reasonably likely be expected to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Each of the Company and its Subsidiaries is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Each of the Company and the its Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the its Subsidiaries and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Company's most recently filed periodic report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s 's certifying officers have evaluated the effectiveness of the disclosure Company's controls and procedures as of the Company and date prior to the Subsidiaries as filing date of applicable dates specified the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no significant changes in the Company's (or any Subsidiary’s) internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's (or any Subsidiary’s) knowledge, in other factors that could significantly affect the Company's (or any Subsidiary’s) internal controls. The Company and its Subsidiaries have knowledge (upon receipt of the Company and proceeds of this transaction) that the Subsidiaries that Company’s independent public accountants have materially affectedissued an audit letter containing a “going concern” opinion in connection with the Company’s annual report on Form 10-K pursuant to Section 13 or 15(d) under the Exchange Act for the fiscal year ended December 31, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries2021.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth in the Company’s periodic reports in the Company’s SEC Filings, the Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as of the Closing Date. Except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v)reports, the Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that complies in all material respects with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only for external purposes in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesU.S. generally accepted accounting principles. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated evaluated, as required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are applicable to the Company and effective as of the date hereof, and any and all rules and regulations promulgated by the Commission thereunder that are applicable to the Company and effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act end of December 31, 2009 (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report Annual Report on Form 1020-K F for the year ended December 31, 2009 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amendedof the date hereof and as of the Closing Date, except as disclosed to the extent that the disclosure of a material weakness in Item 4 to the Company’s SEC ReportsQuarterly Report on Form 10-Q for the quarter ended July 31, 2014 (the “Controls Disclosure”) may be deemed to be a violation thereof. Except as set forth on Schedule 3.1(v)described in the Controls Disclosure, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as described in the Controls Disclosure, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including the Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Company’s most recently filed periodic report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported, within the time periods specified being prepared. Except as set forth in the Commission’s rules SEC Reports, the Company has established internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and forms15d-15(f)) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s 's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures and the Company’s internal control over financial reporting (collectively, “internal controls”) as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure such internal controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no significant changes in the Company's internal control over financial reporting (as such term is defined controls or, to the Company's Knowledge, in other factors that could significantly affect the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting of the Company and the Subsidiariescontrols.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the ProspectusSEC Reports, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company Buyer is in compliance in all material respects with the applicable all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports2002 which are applicable to it. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain Buyer maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have Buyer has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Buyer and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed Buyer, including its Buyer Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in the reports it files or submits which Buyer’s most recently filed periodic report under the Exchange Act Act, as the case may be, is recordedbeing prepared. Since the June 30, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since the Evaluation Date2008, there have been no changes in the Buyer’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is are reasonably likely to materially affect, the Buyer’s internal control over financial reporting reporting. Since May 7, 2008, (A) neither Buyer nor any Buyer Subsidiary nor, to the knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of or any Buyer Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Company accounting or auditing practices, procedures, methodologies or methods of Buyer or any Buyer Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any Buyer Subsidiary has engaged in questionable accounting or auditing practices, and (B) no attorney representing Buyer or any Buyer Subsidiary, whether or not employed by Buyer or any Buyer Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors, employees or agents to the SubsidiariesBoard of Directors or any committee thereof or to any director or officer of Buyer.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have hs established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that complies in all material respects with the requirements of the Exchange Act and has been designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only for external purposes in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. GAAP.. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable Rules and Regulations that are effective as amended, except of the date hereof and as disclosed in the Company’s SEC Reportsof each Closing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in all material respects with the all applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is are reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries (including the VIEs) are in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 that are effective as amended, except as disclosed in of the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), date of this Agreement and applicable to the Company and the Subsidiaries (including the VIEs), and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date of this Agreement and as of the Closing Date and applicable to the Company and the Subsidiaries (including the VIEs). The Company and the Subsidiaries (including the VIEs) maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries (including the VIEs) have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries (including the VIEs) and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries (including the VIEs) as of applicable dates specified under the Exchange Act end of the period covered by the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (“Form 20-F”) (such datedate December 31, 2024, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 1020-K F the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company Company, its VIEs and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v)in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the SEC Reports, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is Company, its Subsidiaries and the Board of Directors are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of 2002, the date hereof and as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of “internal controls over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including but not limited to, disclosure controls and procedures and internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws (to the extent applicable) and are sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the Subsidiaries have established disclosure controls and procedures next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a “significant deficiency”, “material weakness” (each as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness Rule 12b-2 of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that ), adverse change in Internal Controls or fraud involving management or other employees who have materially affecteda significant role in Internal Controls, or is reasonably likely any violation of, or failure to materially affectcomply with, the internal control over financial reporting of the Company and the SubsidiariesSecurities Laws, which, if determined adversely, would have a Material Adverse Effect.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries and their respective officers and directors are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the ProspectusSEC Reports, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company’s disclosure controls and procedures and internal controls are not effective. Except as set forth in the SEC Report, the Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v)in the SEC Report, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the SEC Reports, the Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth in the SEC Reports, the Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, which are applicable to it as amended, except as disclosed in of the Company’s SEC Reportsdate of the Commitment Closing. Except as set forth on Schedule 3.1(v)in the SEC Reports, the Company and the Subsidiaries each Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the SEC Reports, the Company and the Subsidiaries have has established “disclosure controls and procedures procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Company’s most recently filed periodic report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and date prior to the Subsidiaries as filing date of applicable dates specified the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined accounting controls or its disclosure controls and procedures or, to the Company’s knowledge, in other factors that could materially affect the Exchange Act) of the Company Company’s internal accounting controls or its disclosure controls and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiariesprocedures.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is not in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 applicable to smaller reporting companies that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Closing Date. The company is seeking and will be adding an individual with an accounting back ground to its BOD to satisfy the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ requirement. To the best of the Company’s SEC Reportsknowledge, this is the only matter affecting full compliance with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: : (i) transactions are executed in accordance with management’s general or specific authorizations, , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, , (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and and (iv) the recorded accountability for balances of assets is are compared with the existing actual assets of the Company at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the REVOPage 11 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the ““ Evaluation DateDate ”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except of the Closing Date. Except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the SEC Reports, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth in the Registration Statement, General Disclosure Package, or Prospectus, the Company is and the Subsidiaries have taken all actions they deem reasonably necessary or advisable to take on or prior to the date hereof to assure that, upon and at all time after the effectiveness of the Registration Statement, they will be in compliance in all material respects with the all applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date and any Option Closing Date. Except as set forth on Schedule 3.1(v)in the Registration Statement, General Disclosure Package, or Prospectus, the Company and the Subsidiaries have taken all actions they deem reasonably necessary or advisable to take on or prior to the date hereof to assure that, upon and at all time after the effectiveness of the Registration Statement, they will maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the Registration Statement, General Disclosure Package, or Prospectus, the Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized summarized, and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company Parent is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain The Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have Parent has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Parent and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The CompanyParent’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries Parent as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Parent presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries Parent that have has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesParent.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Each of the Company and its Subsidiaries is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Each of the Company and the its Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the its Subsidiaries and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Company’s most recently filed periodic report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the disclosure Company’s controls and procedures as of the Company and date prior to the Subsidiaries as filing date of applicable dates specified the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no significant changes in the Company’s (or any Subsidiary’s) internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) of or, to the Company and Company’s (or any Subsidiary’s) knowledge, in other factors that could significantly affect the Subsidiaries that have materially affected, Company’s (or is reasonably likely to materially affect, the any Subsidiary’s) internal control over financial reporting of the Company and the Subsidiariescontrols.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Each of the Company and its Subsidiaries is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Each of the Company and the its Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the its Subsidiaries and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Company’s most recently filed periodic report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the disclosure Company’s controls and procedures as of the Company and date prior to the Subsidiaries as filing date of applicable dates specified the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no significant changes in the Company’s (or any Subsidiary’s) internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s (or any Subsidiary’s) knowledge, in other factors that could significantly affect the Company’s (or any Subsidiary’s) internal controls. Neither the Company nor any of its Subsidiaries have knowledge (upon receipt of the Company and proceeds of this transaction) that the Subsidiaries that have materially affectedCompany’s independent public accountants will issue an audit letter containing a “going concern” opinion in connection with the Company’s annual report on Form 10-KSB pursuant to Section 13 or 15(d) under the Exchange Act for the fiscal year ended December 31, 2007 or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiariesotherwise.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only for external purposes in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesGAAP. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the or its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date, except in each case as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company Except as set forth in the SEC Reports, the Borrower is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the Company The Borrower and the Subsidiaries its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have Borrower has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Borrower and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Borrower in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The CompanyBorrower’s certifying officers have evaluated the effectiveness of the Borrower’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Borrower’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Borrower presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Borrower’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Borrower’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company Denali is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain Denali maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company Denali and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Denali and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company ▇▇▇▇▇▇ in the reports it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company▇▇▇▇▇▇’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries ▇▇▇▇▇▇ as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange 1934 Act (such date, the “Evaluation Date”). The Company Denali presented in its most recently filed annual periodic report on Form 10-K under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange 1934 Act) of the Company and the Subsidiaries Denali that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesDenali.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially adversely affected, or is reasonably likely to materially adversely affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries (including the VIEs) are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as amended, except of the date hereof and as of the Closing Date. Except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v)Preliminary Prospectus or the Prospectus, the Company and the Subsidiaries (including the VIEs) maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries (including the VIEs) have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries (including the VIEs) and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures of the Company and the Subsidiaries (including the VIEs) as of applicable dates specified under the Exchange Act end of the period covered by the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (“Form 20-F”) (such datedate December 31, 2024, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 1020-K F the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company Company, its VIEs and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company Company, its VIEs and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedaccumulated and communicated to the certifying officers by others within those entities, processedparticularly during the period in which the Company’s most recently filed periodic report under the Exchange Act, summarized and reportedas the case may be, within the time periods specified in the Commission’s rules and formsis being prepared. The Company’s certifying officers have evaluated the effectiveness of the disclosure Company’s controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amendedamended that are effective as of the date hereof, except and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as disclosed in of the Company’s SEC Reportsdate hereof and as of the Closing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established maintains disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for under the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure Exchange Act that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsforms of the Commission, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as set forth in the SEC Reports, the Company has not received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness in any part of the internal controls over financial reporting of the Company. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in 2002 and any and all applicable rules and regulations promulgated by the Company’s SEC ReportsCommission thereunder. Except as set forth on Schedule 3.1(v)in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the SEC Reports, the Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth on Schedule 3.1(s), the Company’s disclosure controls and procedures and internal controls are effective. Except as set forth on Schedule 3.1(s), the Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 that are effective as amended, except as disclosed in of the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorizationdate hereof, and (iv) any and all applicable rules and regulations promulgated by the recorded accountability for assets is compared with Commission thereunder that are effective as of the existing assets at reasonable intervals date hereof and appropriate action is taken with respect to any differencesas of the Closing Date. The Company and the Subsidiaries have established its subsidiaries maintain disclosure controls and procedures (procedures, as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for under the Company and the Subsidiaries and Exchange Act, that are designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company us in the reports it files that we file or submits submit under the Exchange Act is recorded, processed, summarized summarized, and reported, reported within the time periods specified in the Commission’s SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Under the supervision and with the participation of our management, the Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act end of the period covered by the most recently filed Public Report (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K Public Report the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company Purchaser is in compliance compliance, in all material respects respects, with the applicable all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports2002 which are applicable to it. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain The Purchaser maintains a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have Purchaser has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Purchaser and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Purchaser, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Purchaser’s most recently filed periodic report under the Exchange Act Act, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The CompanyPurchaser’s certifying officers have evaluated the effectiveness of the Purchaser’s disclosure controls and procedures as of a date prior to the filing date of the Company and the Subsidiaries as of applicable dates specified most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Purchaser presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the Purchaser’s disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Purchaser’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is are reasonably likely to materially affect, the Purchaser’s internal control over financial reporting reporting. Since September 30, 2008, (A) neither the Purchaser nor any of its Subsidiaries nor, to the knowledge of the Company Purchaser, any director, officer, employee, auditor, accountant or representative of the Purchaser or any of the Subsidiaries of the Purchaser has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Purchaser or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Purchaser or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the SubsidiariesPurchaser or any Subsidiary of the Purchaser, whether or not employed by the Purchaser or any Subsidiary of the Purchaser, has reported evidence of a material violation of securities Laws, material breach of fiduciary duty or similar violation by the Purchaser or any of its officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Purchaser.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company Parent is in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain The Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have Parent has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries Parent and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The CompanyParent’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company Parent and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company Parent presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries Parent that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesParent.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth on Schedule 3.1(r), the Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v3.1(r), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries and their respective officers and directors are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 1040-K F the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as otherwise set forth in the ProspectusBase Prospectuses or as will be disclosed in the Prospectus Supplements, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except as disclosed in of the Company’s SEC Reportsdate hereof. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth in the SEC Reports, the Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except of the date hereof. Except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the SEC Reports, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are applicable to it as of the Closing Date. To the extent required to do so as of the Closing Date under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), : (A) the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The ; (B) the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The ; (C) the Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The ; and (D) the Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting except for changes required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the Company and the Subsidiaries2002.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except of the Closing Date. Except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the Company’s SEC Reports, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, which are applicable to it as amended, except of the Closing Date. Except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as disclosed in the SEC Reports, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as of the Closing Date. Except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that complies in all material respects with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only for external purposes in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesgenerally accepted accounting principles. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated evaluated, as required under the Sarbanes Oxley Act of 2002, the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Each of the Company and its Subsidiaries is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Each of the Company and the its Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the its Subsidiaries and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Company’s most recently filed periodic report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the disclosure Company’s controls and procedures as of the Company and date prior to the Subsidiaries as filing date of applicable dates specified the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no significant changes in the Company’s (or any Subsidiary’s) internal control over financial reporting controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) of or, to the Company and Company’s (or any NYC01_84139423_7 Subsidiary’s) knowledge, in other factors that could significantly affect the Subsidiaries that have materially affected, Company’s (or is reasonably likely to materially affect, the any Subsidiary’s) internal control over financial reporting of the Company and the Subsidiariescontrols.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in all material respects with To the applicable provisions of Company’s knowledge and if required to do so by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v2002 (“SOX”), the Company is exercising good faith efforts to be in material compliance with all provisions of SOX which are applicable to it as of the Effective Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except for the accounting restatement of the non-recourse TCP Note with TCP as an “option to purchase”, as restated in the Company’s SEC Form 10-Qs for the periods ended March 31, June 30 and September 30, 2009, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the CommissionSEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed of the Closing Date and that has had or could reasonably be expected to result in the Company’s SEC Reportsa Material Adverse Effect. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure disclosures controls and procedures to ensure that material information required relating to be disclosed the Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company period in which the reports it files or submits Company’s most recently filed period report under the Exchange Act Act, as the case may be, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsbeing prepared. The Company’s certifying officers have evaluated the effectiveness of the disclosure Company’s controls and procedures as of the Company and the Subsidiaries as date of applicable dates specified its most recently filed period report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual period report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no significant changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange ActAct Rules 13a-15(f) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect15d-15(f)) or, the Company’s knowledge, in other factors that could significantly affect the Company’s internal control over financial reporting of the Company and the Subsidiariesthat had had or could reasonably be expected to result in a Material Adverse Effect.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except of the Closing Date. Other than as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Other than as disclosed in the SEC Reports, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed annual report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in all material respects with To the applicable provisions of Company’s knowledge and if required to do so by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. Except as set forth on Schedule 3.1(v2002 (“SOX”), the Company is exercising good faith efforts to be in material compliance with all provisions of SOX which are applicable to it as of the Closing. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except for the accounting restatement of the non-recourse TCP Note with TCP as an “option to purchase”, as restated in the Company’s SEC Form 10-Qs for the periods ended March 31, June 30 and September 30, 2009, the Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and its Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, as amended, except as disclosed in the Company’s SEC Reportsand any and all related Regulations. Except as set forth on Schedule 3.1(v), the The Company and the its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the its Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the its Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files the Company is required to file or submits submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the its Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except that are effective as disclosed in of the Company’s SEC Reportsdate hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in material compliance in with all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 which are applicable to it as amended, except as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The If applicable to the Company and on the Subsidiaries have date hereof, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The If applicable to the Company on the date hereof, the Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the Company and end of the Subsidiaries as of applicable dates specified period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act December 31, 2014 (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report Annual Report on Form 1020-K F for the year ended December 31, 2014 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth in Schedule 3.1(s), the Company is and the Subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except that are effective and applicable to the Company as disclosed in of the Company’s SEC Reportsdate hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective and applicable to the Company as of the date hereof and as of the Closing Date. Except as set forth on in the SEC Reports and Schedule 3.1(v3.1(s), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the SEC Reports, the Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the SubsidiariesCompany.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is Except as disclosed in the Prospectus, the Company, its Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in the Company’s SEC Reportsand all applicable Exchange Rules. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurance that: assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP the generally accepted accounting principles in the United States and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and Since the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for end of the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company Company’s most recent audited fiscal year, there has been no adverse change in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting reporting. The Internal Controls are, or upon consummation of the Company offering of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with ▇▇▇▇▇▇▇▇-▇▇▇▇▇, all applicable Rules and Regulations promulgated under the Exchange Act and the Subsidiariesrules and regulations of the NASDAQ. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days, the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a “significant deficiency” or “material weakness” (each, as defined in Rule 12b-2 of the Exchange Act), a change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, ▇▇▇▇▇▇▇▇-▇▇▇▇▇, all applicable Rules and Regulations promulgated under the Exchange Act and the rules and regulations of the NASDAQ, or any matter which, if determined adversely, would have a Material Adverse Effect.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as set forth in the Registration Statement, the Company is and the Subsidiaries are in compliance in all material respects with the any and all applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective and applicable to the Company as amended, except of the date hereof and as disclosed in of the Company’s SEC ReportsClosing Date. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Except as set forth in the Registration Statement, the Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in material compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in and any and all applicable rules and regulations promulgated by the Company’s SEC ReportsCommission thereunder. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Company is and the Subsidiaries are in compliance in all material respects with the any and all applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, except as disclosed in and any and all applicable rules and regulations promulgated by the Company’s SEC ReportsCommission. Except as set forth on Schedule 3.1(v), the The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and the its Subsidiaries that have materially affected, or is are reasonably likely to materially affect, the internal control over financial reporting of the Company and the its Subsidiaries.

▇▇▇▇▇▇▇▇-▇▇▇▇▇; Internal Accounting Controls. The Except as disclosed in the Preliminary Prospectus and Prospectus (A) the Company is and its subsidiaries are in compliance in with any and all material respects with the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective, including Section 402 related to loans and Sections 302 and 906 related to certifications, as amendedof the date hereof, except as disclosed in of the Company’s SEC Reports. Except Commencement Date and as set forth on Schedule 3.1(v), of the Exchange Date; (B) the Company and the Subsidiaries its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The ; and (C) the Company and the Subsidiaries its subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries its subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act Commission Reports is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries its subsidiaries as of applicable dates specified the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual periodic report on Form 10-K under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus, since Since the Evaluation Date, there have been (i) no changes material weakness in the Company’s internal control over financial reporting (whether or not remediated), except as such term is defined disclosed in the most recently filed periodic report under the Exchange ActAct and in the Preliminary Prospectus and Prospectus and (ii) of no change in the Company and the Subsidiaries Company’s internal control over financial reporting that have has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting of the Company and the Subsidiariesreporting.