Common use of Disclosure Controls and Internal Control over Financial Reporting Clause in Contracts

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed. (b) The Company has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) To the knowledge of the Company, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that are designed (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”)) to provide reasonable assurance that that: (i) material information relating to the Company is made known to the Company’s management, particularly during the periods in which the Company’s interim filings and annual filings (as such terms are defined in NI 52-109) are being prepared; and (ii) information required to be disclosed by the Company in its annual filings, or interim filings or other reports filed or submitted by it under Securities Laws Laws, is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed. (b) The Company has established and maintains a system of internal control over financial reporting that (as such term is designed defined in NI 52-109) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) To the knowledge of the Company, there There is no material weakness (as such term is defined in National Instrument NI 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings109) relating to the design, implementation or maintenance of its the Company’s internal control over financial reportingreporting (that would reasonably be expected to adversely affect the ability of the Company to record, process, summarize or report financial information), or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none . (d) None of the Company, any of its Subsidiaries or, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (ai) The Company Purchaser has established and maintains a system of disclosure controls and procedures (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings and as such term is defined In Rule 13a-15(e) under the U.S. Exchange Act) that are designed to provide reasonable assurance ensure that material information required to be disclosed by the Company Purchaser in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls on a timely basis and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the CompanyPurchaser’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (bii) The Company Purchaser has established and maintains a system of internal control over financial reporting (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) that is designed to provide reasonable assurance regarding the reliability of the Purchaser’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (ciii) To Based on the knowledge Purchaser’s most recent evaluation of internal controls prior to the Companydate hereof, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees of the Purchaser who have a significant role in the internal control over financial reporting of the CompanyPurchaser. To the knowledge As of the Companydate hereof, none of the CompanyPurchaser, any of its Subsidiaries or, to the Purchaser’s knowledge, any director, officeremployee, auditor, accountant or representative of the Company Purchaser or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company Purchaser or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed. (b) The Company has established and maintains a system of internal control over financial reporting that (as such term is designed defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings) 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 maintains a system of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company under applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified in the applicable Securities Laws. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports and other filings under applicable Securities Laws is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. (cb) To the knowledge of the Company, there There is no material weakness (as such term is defined in National Instrument 52-109 – - Certification of Disclosure in Issuers’ ' Annual and Interim FilingsFilings or used in the U.S. Exchange Act) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none . (c) None of the Company, any of its Subsidiaries or, to the Company's knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the Company, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries or any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and Corporation maintains a system of disclosure controls and procedures that required by Rule 13a-15 or 15d-15 under the 1934 Exchange Act and by Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings and the policies, rules and regulations of the TSX. The Corporation’s disclosure controls and procedures are designed to provide reasonable assurance that (i) information required to be disclosed by the Company Corporation is recorded and reported on a timely basis to the individuals responsible for the preparation of Corporation’s filings with the Securities Authorities and other public disclosure documents and (ii) information required to be disclosed by the Corporation in its annual filings, or interim filings or other reports filed or submitted by it under Securities Laws Laws, is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed. (b) The Company has established and Corporation maintains a system of internal control over financial reporting that (as defined in Rule 13a-15 or 15d-15, as applicable, under the 1934 Exchange Act, and under the Securities Laws). The Corporation’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since September 1, 2018, any material change in internal control over financial reporting required to be disclosed in any Corporation Filing has been so disclosed. (c) To the knowledge of the CompanyCorporation, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to neither the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries any director, officer, auditor, accountant or representative of the Company or Corporation nor any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claimclaim regarding the accounting or auditing practices, whether written procedures, methodologies or oral, regarding accounting, methods of the Corporation or any of its Subsidiaries or their respective internal accounting controls or auditing matters, including any material complaint, allegation, assertion, assertion or claim that the Company Corporation or any of its the Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified in Canadian Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Canadian Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed. (b) The Company has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the Company, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries Subsidiaries, any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company Corporation has established and maintains a system of disclosure controls and procedures (as such term is defined in NI 52-109) that are designed to provide reasonable assurance that information required to be disclosed by the Company Corporation in its annual filings, interim filings or other reports required to be filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in required by applicable Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company Corporation in its annual filings, interim filings or other reports required to be filed or submitted under applicable Securities Laws are is accumulated and communicated to the Company’s Corporation's management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. The Corporation, to the extent required by Law, has presented in the applicable Corporation Filings its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. (b) The Company Corporation has established and maintains a system of internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the CompanyCorporation, there is no "material weakness weakness" (as such term is defined in National Instrument NI 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings109) relating to the design, implementation or maintenance of its the Corporation's internal control over financial reporting, reporting or fraud, whether or not material, that involves management Representatives, consultants or other employees independent contractors who have a significant role in the internal control over financial reporting of the CompanyCorporation. To the knowledge of the CompanyCorporation, none neither of the CompanyCorporation, any of its Subsidiaries any directorSubsidiaries, officer, auditor, accountant or representative of the Company or nor any of its Subsidiaries or their respective Representatives has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, Proceeding regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim Proceeding alleging that the Company Corporation or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees Representatives regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has Corporation and its subsidiaries have established and maintains maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company Corporation in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company Corporation in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the CompanyCorporation’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company Corporation has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the Company, there There is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the CompanyCorporation. To None of the Corporation, the Corporation’s subsidiaries or, to the knowledge of the CompanyCorporation, none of the Company, any of its Subsidiaries any director, officer, employee, auditor, accountant or representative of the Company Corporation or any of its Subsidiaries has subsidiaries have received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company Corporation or any of its Subsidiaries has subsidiaries have engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company Kxxxxxxx has established and maintains a system of disclosure controls and procedures (as such term is defined in NI 52-109) that are designed to provide reasonable assurance that information required to be disclosed by the Company Kxxxxxxx in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities by such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company Kxxxxxxx in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the CompanyKirkland’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company Kxxxxxxx has established and maintains a system of internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of Kirkland’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the CompanyKxxxxxxx, there is no material weakness (as such term is defined in National Instrument NI 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings109) relating to the design, implementation or maintenance of its internal control over financial reportingreporting that are reasonably likely to adversely affect the ability of Kxxxxxxx to record, process, summarize and report financial information, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the CompanyKxxxxxxx. To the knowledge of the CompanyKxxxxxxx, none of the CompanyKxxxxxxx, any of its Subsidiaries any directorSubsidiaries, officer, auditor, accountant or representative of the Company or any of its Subsidiaries their respective directors, officers, auditors, accountants or representatives has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing mattersmatters of Kxxxxxxx or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that the Company Kxxxxxxx or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters, which has not been resolved to the satisfaction of the audit committee of the Kxxxxxxx Board.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that are designed (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109")) to provide reasonable assurance that that: (i) material information relating to the Company is made known to the Company's management, including its chief financial officer and chief executive officer, particularly during the periods in which the Company's interim filings and annual filings (as such terms are defined in NI 52-109) are being prepared; and (ii) information required to be disclosed by the Company in its such annual filings, or interim filings or other reports filed or submitted by it under Securities Laws Laws, is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed. (b) The Company has established and maintains a system of internal control over financial reporting that (as such term is designed defined in NI 52-109) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) To the knowledge of the Company, there There is no material weakness (as such term is defined in National Instrument NI 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings109) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none . (d) None of the Company, any of its Subsidiaries or, to the Company's knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters, which has not been resolved to the satisfaction of the audit committee of the Board.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized processed and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To Neither the Company, nor to the knowledge of the Company, there is no the Company’s auditors, has identified or been made aware of any material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its the Company’s internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries any directorSubsidiaries, officer, auditor, accountant or representative of the Company or any of its Subsidiaries their respective directors, officers, auditors, accountants or representatives has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that are designed (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings) to provide reasonable assurance that that: (i) material information relating to the Company is made known to the Company’s management, including its chief financial officer and chief executive officer, particularly during the periods in which the Company’s interim filings and annual filings (as such terms are defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings) are being prepared; and (ii) information required to be disclosed by the Company in its such annual filings, or interim filings or other reports filed or submitted by it under Securities Laws Laws, is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed. (b) The Company has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) To the knowledge As of the Companydate of this Agreement, there is no material weakness (as such term is defined in National Instrument 52-109 – - Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company. (c) Since December 31, 2011, none of the Company, any of its Subsidiaries or, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters, which has not been resolved to the satisfaction of the audit committee of the Company Board.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company Offeror has established designed and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed. (b) The Company has established and maintains implemented a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS, and includes policies and procedures that (i) relate to the maintenance of records that accurately and fairly reflect the material transactions, acquisitions and dispositions of the property and assets of the Offeror and each of its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Offeror and its Subsidiaries are made only in accordance with authorizations of management and directors of the Offeror and its Subsidiaries, and (iii) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of the material property or assets of the Offeror or any of its Subsidiaries. (cb) To the knowledge of the Company, Offeror (i) there is are no material weakness (as such term is defined weaknesses or significant deficiencies in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its Offeror’s internal control procedures over financial reporting, or (ii) there is no evidence that the Offeror’s internal control procedures over financial reporting are ineffective, and (iii) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To Offeror. (c) Since January 1, 2011 (i) neither the knowledge of the Company, none of the Company, Offeror nor any of its Subsidiaries nor, to the Offeror’s knowledge, any directorof their respective directors, officerofficers, auditoremployees, accountant auditors, accountants or representative representatives has received or otherwise had or obtained knowledge of any significant written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Offeror or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, their respective internal accounting controls or auditing matterscontrols, including any material complaint, allegation, assertion, or claim that the Company Offeror or any of its Subsidiaries has engaged in questionable accounting or auditing practices, ; and (ii) no legal counsel representing the Offeror or any expression of concern from its Subsidiaries, whether or not employed by the Offeror or any of its Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by the Offeror, any of its Subsidiaries or any of their respective officers, directors, employees regarding questionable accounting or auditing mattersagents to the board of directors of the Offeror or any committee thereof or any director or officer of the Offeror.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains or has caused to be established and maintained, a system of disclosure controls and procedures that are (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings) designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified in applicable Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under applicable Securities Laws are is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company has established and maintains or has caused to be established and maintained, a system of internal control over financial reporting that (as such term is designed defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the Company, there There is no material weakness (as such term is defined in National Instrument 52-109 – - Certification of Disclosure in Issuers’ ' Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge . (d) None of the Company, none of or, to the Company’s knowledge, any of its Subsidiaries any director, officer, director or officer or auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, as applicable, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the Company, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries any directorSubsidiaries, officer, auditor, accountant or representative of the Company or any of its Subsidiaries their respective directors, officers, auditors, accountants or representatives has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that (as such term is defined in NI 52-109) which are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in required by applicable Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted under applicable Securities Laws are is accumulated and communicated to the Company’s 's management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. The Company, to the extent required by Law, has presented in the applicable Company Filings its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. (b) The Company has established and maintains a system of internal control over financial reporting that (as such term is defined in NI 52-109) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. (c) To the knowledge of the Company, there is no “material weakness weakness” (as such term is defined in National Instrument NI 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings109) relating to the design, implementation or maintenance of its the Company's internal control over financial reporting, reporting or fraud, whether or not material, that involves management or other employees Employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none neither of the Company, any of its Subsidiaries any directorSubsidiaries, officer, auditor, accountant or representative of the Company or nor any of its Subsidiaries or their respective directors or officers has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, Proceeding regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim Proceeding alleging that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees Employees, auditors or accountants regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, filings or interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s 's management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed. (b) The Company has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the Company, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, reporting or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting and the preparation of financial statements of the Company. To None of the Company, nor any of its Subsidiaries, or to the knowledge of the Company, none of the Company, any of its Subsidiaries any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression express of concern from its employees regarding questionable accounting or auditing matters. The auditors of the Company are independent public accountants as required by applicable Laws and there is not now, and there has never been, any reportable event (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of the Company.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company Purchaser has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company Purchaser in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company Purchaser in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the CompanyPurchaser’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company Purchaser has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the CompanyPurchaser, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the CompanyPurchaser. To the knowledge of the CompanyPurchaser, none of the CompanyPurchaser, any of its Subsidiaries or any director, officer, employee, auditor, accountant or representative of the Company Purchaser or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company Purchaser or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company Purchaser has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company Purchaser in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company Purchaser in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the CompanyPurchaser’s management, as applicable, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company Purchaser has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the CompanyPurchaser, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the CompanyPurchaser. To the knowledge of the CompanyPurchaser, none of the CompanyPurchaser, any of its Subsidiaries any directorSubsidiaries, officer, auditor, accountant or representative of the Company or any of its Subsidiaries their respective directors, officers, auditors, accountants or representatives has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company Purchaser or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company Alignvest has established and maintains maintains, or has caused to be established and maintained, a system of disclosure controls and procedures that are (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) designed to provide reasonable assurance that information required to be disclosed by the Company Alignvest in its annual filings, interim filings or other reports filed or submitted by it under applicable Alignvest Securities Laws is recorded, processed, summarized and reported within the time periods specified in applicable Alignvest Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company Alignvest in its annual filings, interim filings or other reports filed or submitted under applicable Alignvest Securities Laws are is accumulated and communicated to the CompanyAlignvest’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company Alignvest has established and maintains maintains, or has caused to be established and maintained, a system of internal control over financial reporting that (as such term is designed defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the Company, there There is no material weakness (as such term is defined in National Instrument 52-52- 109 – - Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge Alignvest. (d) None of the CompanyAlignvest, none of the Companyor, to Alignvest’s Knowledge, any Representative of its Subsidiaries any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries Alignvest has received or otherwise obtained knowledge Knowledge of any material complaint, allegation, assertion, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, assertion or claim that the Company or any of its Subsidiaries Alignvest has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (ai) The Company has established and maintains a system of disclosure controls and procedures procedures, including “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the U.S. Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls Laws and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (bii) The Company has established and maintains a system of internal control over financial reporting reporting, including “internal controls over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the U.S. Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. (ciii) To the knowledge of the Company, (a) there is are no significant deficiencies or material weakness (as such term is terms are defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filingsthe Public Company Accounting Oversight Board Auditing Standard 2) relating to the design, implementation implementation, operation or maintenance of its internal control over financial reporting, or reporting and (b) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries any director, officer, auditor, accountant or representative None of the Company or any of its Subsidiaries or any of the respective directors, officers, employees, auditors, accountants or Representatives of any of the foregoing, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accountingthe accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls or auditing matterscontrols, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practicesauditing (iv) Since June 1, 2021, neither the Company nor any of its Subsidiaries have been a party to, or had any commitment to become a party to, any joint venture, off balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purposes or limited purpose entity or person, on the other hand, or any expression “off balance sheet arrangements” (as defined in Item 303(a) of concern from Regulation S-K under the U.S. Exchange Act)), where the result or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its employees regarding questionable accounting Subsidiaries in the Company Filings. (v) Each of the principal executive officer and the principal financial officer of the Company (or auditing matterseach former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a, 14 or 15d-14 under the U.S. Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company Filings, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the U.S. Exchange Act) of the Company.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company Purchaser has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company Purchaser in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company Purchaser in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the CompanyPurchaser’s management, as applicable, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed. (b) disclosure. The Company Purchaser has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) IFRS. To the knowledge of the CompanyPurchaser, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the CompanyPurchaser. To the knowledge of the CompanyPurchaser, none of the CompanyPurchaser, any of its Subsidiaries any directorsubsidiaries, officer, auditor, accountant or representative of the Company or any of its Subsidiaries their respective directors, officers, auditors, accountants or Representatives has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company Purchaser or any of its Subsidiaries subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (ai) The Company Purchaser has established and maintains a system of disclosure controls and procedures (as such term is defined in NI 52-109 and as such term is defined In Rule 13a-15(e) under the U.S. Exchange Act) that are designed to provide reasonable assurance ensure that material information required to be disclosed by the Company Purchaser in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls on a timely basis and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the CompanyPurchaser’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (bii) The Company Purchaser has established and maintains a system of internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of the Purchaser’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (ciii) To Based on the knowledge Purchaser’s most recent evaluation of internal controls prior to the Company, date hereof there is no material weakness (as such term is defined in National Instrument NI 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings109) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees of the Purchaser who have a significant role in the internal control over financial reporting of the Company. To the knowledge Purchaser. (iv) As of the Companydate hereof, none of the CompanyPurchaser, any of its Subsidiaries Purchaser Subsidiary, the SunStream Group (to the Purchaser’s knowledge) or, to the Purchaser’s knowledge, any director, officeremployee, auditor, accountant or representative of the Company Purchaser, any Purchaser Subsidiary or any the SunStream Group (to the knowledge of its Subsidiaries the Purchaser) has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company Purchaser or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company Corporation has established and maintains a system of disclosure controls and procedures (as such term is defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings) that are designed to provide reasonable assurance that that: (i) material information relating to the Corporation is made known to the Corporation’s management, including its chief financial officer and chief executive officer, particularly during the periods in which the Corporation’s interim filings and annual filings (as such terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings) are being prepared; and (ii) information required to be disclosed by the Company Corporation in its such annual filings, or interim filings or other reports filed or submitted by it under Securities Laws Laws, is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated subject to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosedlimitations on scope of design set forth in the certifications included in the Corporation Filings. (b) The Company Corporation has established and maintains a system of internal control over financial reporting (as such term is defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS, subject to the limitations on scope of design set forth in the certifications included in the Corporation Filings. (c) To the knowledge of the Company, there There is no material weakness (as such term is defined in National Instrument Regulation 52-109 – respecting Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the CompanyCorporation. To None of the Corporation, any of its Subsidiaries, or, to the knowledge of the Company, none of the CompanyCorporation, any of its Subsidiaries any directortheir respective directors, officerofficers, auditorauditors, accountant accountants or representative of the Company or any of its Subsidiaries representatives has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or C-5 claim, whether written or or, to the knowledge of the Corporation, oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company Corporation or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company Alignvest has established and maintains maintains, or has caused to be established and maintained, a system of disclosure controls and procedures that are (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) designed to provide reasonable assurance that information required to be disclosed by the Company Alignvest in its annual filings, interim filings or other reports filed or submitted by it under applicable Alignvest Securities Laws is recorded, processed, summarized and reported within the time periods specified in applicable Alignvest Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company Alignvest in its annual filings, interim filings or other reports filed or submitted under applicable Alignvest Securities Laws are is accumulated and communicated to the CompanyAlignvest’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company Alignvest has established and maintains maintains, or has caused to be established and maintained, a system of internal control over financial reporting that (as such term is designed defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the Company, there There is no material weakness (as such term is defined in National Instrument 52-109 – - Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge Alignvest. (d) None of the CompanyAlignvest, none of the Companyor, to Alignvest’s Knowledge, any Representative of its Subsidiaries any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries Alignvest has received or otherwise obtained knowledge Knowledge of any material complaint, allegation, assertion, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, assertion or claim that the Company or any of its Subsidiaries Alignvest has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company Corporation has established and maintains a system of disclosure controls and procedures (as such term is defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”)) that are designed to provide reasonable assurance that material information required to be disclosed by the Company Corporation in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls on a timely basis and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the CompanyCorporation’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company Corporation has established and maintains a system of internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of the Corporation’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To Based on the knowledge Corporation’s most recent evaluation of internal controls prior to the Companydate hereof, there is no material weakness (as such term is defined in National Instrument NI 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings109) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees Corporation Employees who have a significant role in the internal control over financial reporting of the CompanyCorporation. To the knowledge As of the Companydate hereof, none of the CompanyCorporation, any of its Subsidiaries or, to the knowledge of the Corporation, any director, officerCorporation Employee, auditor, accountant or representative Representative of the Company Corporation or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company Corporation or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company Parent has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company Parent in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company Parent in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s Parent's management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company Parent has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) To the knowledge of the CompanyParent, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the CompanyParent. To the knowledge of the Companyparent, none of the CompanyParent, any of its Subsidiaries or any director, officer, employee, auditor, accountant or representative of the Company Parent or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that (as such term is defined in NI 52-109) which are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in required by applicable Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted under applicable Securities Laws are is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. The Company, to the extent required by Law, has presented in the applicable Company Filings its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. (b) The Company has established and maintains a system of internal control over financial reporting that (as such term is defined in NI 52-109) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. (c) To the knowledge of the Company, there is no “material weakness weakness” (as such term is defined in National Instrument NI 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings109) relating to the design, implementation or maintenance of its the Company’s internal control over financial reporting, reporting or fraud, whether or not material, that involves management or other employees Employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none neither of the Company, any of its Subsidiaries any directorSubsidiaries, officer, auditor, accountant or representative of the Company or nor any of its Subsidiaries or their respective directors or officers has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, Proceeding regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim Proceeding alleging that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees Employees, auditors or accountants regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed. (b) The Company has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) To the knowledge of the Company, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings)) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries or any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of "disclosure controls and procedures that procedures" (as such term is defined in Rule 13a-15(e) of the Exchange Act and in NI 52-109), which are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in required by applicable Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports required to be filed or submitted under applicable Securities Laws are is accumulated and communicated to the Company’s 's management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company has established and maintains a system of "internal control over financial reporting that reporting" (as such term is defined in Rule 13a-15(f) and 15d-(f) of the Exchange Act and in NI 52-109) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. Since January 1, 2023, there has been no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. (c) To the knowledge of the Company, there is no "material weakness weakness" (as such term is defined in National Instrument NI 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings109) relating to the design, implementation or maintenance of its the Company's internal control over financial reporting, reporting or fraud, whether or not material, that involves management or other employees Employees who have a significant role in the internal control over financial reporting of the Company. . (d) To the knowledge of the Company, none neither of the Company, any of its Subsidiaries any directorSubsidiaries, officer, auditor, accountant or representative of the Company or nor any of its Subsidiaries or their respective directors or officers has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, Proceeding regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim Proceeding alleging that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees Employees, auditors or accountants regarding questionable accounting or auditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures that within the meaning of applicable Securities Laws. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under applicable Securities Laws is are recorded, processed, summarized and reported within the time periods specified in Securities Lawssuch laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company has established and maintains a system of internal control over financial reporting that within the meaning of applicable Securities Laws. Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (cIFRS. Other than as set out in Paragraph 10(b) To of the Disclosure Letter, since January 1, 2010, neither the Company nor, to the knowledge of the Company, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, assertion or claim, whether written or oral, regarding accounting, internal the accounting controls or auditing matterspractices, procedures, methodologies or methods of the Company or any of its Subsidiaries including any material complaint, allegation, assertion, assertion or claim that the Company or its subsidiary has or had a “material weakness” as such terms are defined in applicable Securities Laws, in its internal control over financial reporting. (c) The management of the Company completed its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of applicable Securities Laws for the year ended December 31, 2011, and, other than as set out in Paragraph 10(c) of the Disclosure Letter, such assessment concluded that such controls were effective. The Company disclosed, based on the most recent evaluations, to the Company’s auditors and the audit committee of the Board of Directors (i) all significant deficiencies in the design or operation of internal control over financial reporting and any “material weaknesses”, that have more than a remote chance to materially and adversely affect the Company’s ability to record, process, summarize and report financial data as defined in applicable Securities Laws and (ii) any fraud, regardless of its Subsidiaries has engaged whether material, that involves management or other employees who have or had a significant role in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing mattersthe Company’s internal controls over financial reporting.

Disclosure Controls and Internal Control over Financial Reporting. (a) The Company has established and maintains a system of disclosure controls and procedures (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, filings or interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (b) The Company has established and maintains a system of internal control over financial reporting (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS. (c) To the knowledge of the Company, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, reporting or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting and the preparation of financial statements of the Company. To None of the Company, nor any of its Subsidiaries, or to the knowledge of the Company, none of the Company, any of its Subsidiaries any director, officer, auditor, accountant auditor or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression express of concern from its employees regarding questionable accounting or auditing matters. The auditors of the Company are independent public accountants as required by applicable Laws and there is not now, and there has never been, any reportable event (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of the Company.

Disclosure Controls and Internal Control over Financial Reporting. (ai) The Company has established and maintains a system of disclosure controls and procedures procedures, including “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the U.S. Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls Laws and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required discloseddisclosure. (bii) The Company has established and maintains a system of internal control over financial reporting reporting, including “internal controls over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the U.S. Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. (ciii) To the knowledge of the Company, (a) there is are no significant deficiencies or material weakness (as such term is terms are defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filingsthe Public Company Accounting Oversight Board Auditing Standard 2) relating to the design, implementation implementation, operation or maintenance of its internal control over financial reporting, or reporting and (b) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company. To the knowledge of the Company, none of the Company, any of its Subsidiaries any director, officer, auditor, accountant or representative None of the Company or any of its Subsidiaries or any of the respective directors, officers, employees, auditors, accountants or Representatives of any of the foregoing, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accountingthe accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls or auditing matterscontrols, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Board. (iv) Since June 1, 2021, neither the Company nor any of its Subsidiaries have been a party to, or had any commitment to become a party to, any joint venture, off balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purposes or limited purpose entity or person, on the other hand, or any expression “off balance sheet arrangements” (as defined in Item 303(a) of concern from Regulation S-K under the U.S. Exchange Act)), where the result or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its employees regarding questionable accounting Subsidiaries in the Company Filings. (v) Each of the principal executive officer and the principal financial officer of the Company (or auditing matterseach former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a, 14 or 15d-14 under the U.S. Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to the Company Filings, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Sxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the U.S. Exchange Act) of the Company.