Common use of Financial Statements and Internal Controls Clause in Contracts

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor SEC Reports, including any Synacor SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq. (c) Synacor and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor and its Subsidiaries. (d) To the Knowledge of Synacor and except as otherwise disclosed in the Synacor SEC Reports, neither Synacor nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor and its Subsidiaries, (ii) any fraud, whether or not material, that involves Synacor’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor or any of its Subsidiaries in Synacor’s consolidated financial statements. (f) Neither Synacor nor any of its Subsidiaries nor, to the Knowledge of Synacor, any director, officer, auditor, accountant, consultant or representative of Synacor or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former attorney representing Synacor or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor or any of its officers, directors, employees or agents to the current the Synacor Board or any committee thereof or to any current director or executive officer of Synacor. (g) To the Knowledge of Synacor, there is no investigation threatened or pending by any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor Qumu SEC Reports, including any Synacor Qumu SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor Qumu and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor Qumu have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor Qumu is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq. (c) Synacor Qumu and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor Qumu and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor Qumu and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Qumu Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor Qumu and its Subsidiaries. (d) To the Knowledge of Synacor Qumu and except as otherwise disclosed in the Synacor Qumu SEC Reports, neither Synacor Qumu nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor Qumu and its Subsidiaries, (ii) any fraud, whether or not material, that involves SynacorQumu’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor Qumu and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor Qumu nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor Qumu or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor Qumu or any of its Subsidiaries in SynacorQumu’s consolidated financial statements. (f) Neither Synacor Qumu nor any of its Subsidiaries nor, to the Knowledge of SynacorQumu, any director, officer, auditor, accountant, consultant or representative of Synacor Qumu or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor Qumu or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former attorney representing Synacor Qumu or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor Qumu or any of its officers, directors, employees or agents to the current the Synacor Qumu Board or any committee thereof or to any current director or executive officer of SynacorQumu. (g) To the Knowledge of SynacorQumu, there is no investigation threatened or pending by any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor Qumu or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor comScore SEC Reports, including any Synacor comScore SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor comScore and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor comScore have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor comScore is otherwise in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaqthe Nasdaq Stock Market. (c) Synacor comScore and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor comScore and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor comScore and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board comScore board of directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor comScore and its SubsidiariesSubsidiaries that could have a material effect on the financial statements. (d) To the Knowledge knowledge of Synacor and except as otherwise disclosed in the Synacor SEC ReportscomScore, since December 31, 2010, neither Synacor comScore nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor comScore and its Subsidiaries, (ii) any fraud, whether or not material, that involves SynacorcomScore’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor comScore and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor comScore nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor comScore or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor comScore or any of its Subsidiaries in SynacorcomScore’s consolidated financial statements. (f) Neither Synacor comScore nor any of its Subsidiaries nor, to the Knowledge knowledge of SynacorcomScore, any director, officer, auditor, accountant, consultant or representative of Synacor comScore or any of its Subsidiaries has has, since December 31, 2010, received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor comScore or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediatedpractices. No current or former attorney representing Synacor comScore or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor comScore or any of its officers, directors, employees or agents to the current the Synacor Board comScore board of directors or any committee thereof or to any current director or executive officer of SynacorcomScore. (g) To the Knowledge knowledge of SynacorcomScore, there since December 31, 2010, no employee of comScore or any of its Subsidiaries has provided or is no investigation threatened or pending by providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor comScore or any of its Subsidiaries. Neither comScore nor any of its Subsidiaries nor, to the knowledge of comScore, any director, officer, employee, contractor, subcontractor or agent of comScore or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of comScore or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor Parent SEC Reports, including any Synacor Parent SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor Parent and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor Parent have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor Parent is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaqthe NYSE. (c) Synacor Parent and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act) which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor Parent and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board and Parent Board, (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor Parent and its Subsidiaries and (iv) provide reasonable assurance that material information relating to the Parent, including its consolidated Subsidiaries, is made known to the management of the Parent by others within those entities. (d) To the Knowledge of Synacor and except as otherwise disclosed in the Synacor SEC ReportsParent, neither Synacor Parent nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor Parent and its Subsidiaries, (ii) any fraud, whether or not material, that involves SynacorParent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor Parent and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor Parent or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor Parent or any of its Subsidiaries in SynacorParent’s consolidated financial statements. (f) Neither Synacor Since January 1, 2013, (i) neither Parent nor any of its Subsidiaries nor, to the Knowledge of SynacorParent, any director, officer, auditor, accountant, consultant accountant or representative of Synacor Parent or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive material complaint, allegation, assertion or claim, whether written or oral, that Synacor regarding the accounting or any auditing practices, procedures, methodologies or methods of Parent and/or its Subsidiaries has (i) on or since their respective internal accounting controls relating to periods after January 1, 2017, engaged in questionable accounting or auditing practices or 2013 (except for any of the foregoing which have no reasonable basis) and (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former no attorney representing Synacor Parent or any of its Subsidiaries has reported evidence of a material violation of securities laws, laws or evidence of breach of fiduciary duty or similar violation relating to periods after January 1, 2011, by Synacor Parent or any of its officers, directors, employees or agents to the current the Synacor Parent Board or any committee thereof or to any current director or executive officer of SynacorParent. (g) To the Knowledge of SynacorParent, there since January 1, 2013, no employee of Parent or any of its Subsidiaries has provided or is no investigation threatened or pending by providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor Parent or any of its Subsidiaries. Since January 1, 2013, neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any director, officer, employee, contractor, subcontractor or agent of Parent or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (h) Parent is in compliance in all material respects with applicable and effective provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Act.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor Rentrak SEC Reports, including any Synacor Rentrak SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor Rentrak and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor Rentrak have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor Rentrak is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaqthe Nasdaq Stock Market. (c) Synacor Rentrak and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor Rentrak and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor Rentrak and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board Rentrak board of directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor Rentrak and its SubsidiariesSubsidiaries that could have a material effect on the financial statements. (d) To the Knowledge knowledge of Synacor and except as otherwise disclosed in the Synacor SEC ReportsRentrak, since March 31, 2010, neither Synacor Rentrak nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor Rentrak and its Subsidiaries, (ii) any fraud, whether or not material, that involves SynacorRentrak’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor Rentrak and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor Rentrak nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor Rentrak or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor Rentrak or any of its Subsidiaries in SynacorRentrak’s consolidated financial statements. (f) Neither Synacor Rentrak nor any of its Subsidiaries nor, to the Knowledge knowledge of SynacorRentrak, any director, officer, auditor, accountant, consultant or representative of Synacor Rentrak or any of its Subsidiaries has has, since March 31, 2010, received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor Rentrak or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediatedpractices. No current or former attorney representing Synacor Rentrak or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor Rentrak or any of its officers, directors, employees or agents to the current the Synacor Board Rentrak board of directors or any committee thereof or to any current director or executive officer of SynacorRentrak. (g) To the Knowledge knowledge of SynacorRentrak, there since March 31, 2010, no employee of Rentrak or any of its Subsidiaries has provided or is no investigation threatened or pending by providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor Rentrak or any of its Subsidiaries. Neither Rentrak nor any of its Subsidiaries nor, to the knowledge of Rentrak, any director, officer, employee, contractor, subcontractor or agent of Rentrak or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Rentrak or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor Company SEC Reports, including any Synacor Company SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer Chief Executive Officer and chief financial officer Chief Financial Officer of Synacor the Company have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor the Company is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaqthe NYSE. (c) Synacor The Company and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act) which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board and Company Board, (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor the Company and its Subsidiaries and (iv) provide reasonable assurance that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities. (d) To the Knowledge of Synacor and except as otherwise disclosed in the Synacor SEC ReportsCompany, since March 31, 2014, neither Synacor the Company nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves Synacorthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor the Company and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor the Company or any of its Subsidiaries in Synacorthe Company’s consolidated published financial statements. (f) Neither Synacor Since the Reference Date, (i) neither the Company nor any of its Subsidiaries nor, to the Knowledge of Synacorthe Company, any director, officer, auditor, accountant, consultant accountant or representative of Synacor the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive material complaint, allegation, assertion or claim, whether written or oral, that Synacor or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable regarding the accounting or auditing practices practices, procedures, methodologies or methods of the Company and/or its Subsidiaries or their respective internal accounting controls relating to periods after the Reference Date (except for any of the foregoing which have no reasonable basis) and (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former no attorney representing Synacor the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, laws or evidence of breach of fiduciary duty or similar violation relating to periods after the Reference Date, by Synacor the Company or any of its officers, directors, employees or agents to the current the Synacor Company Board or any committee thereof or to any current director or executive officer of Synacorthe Company. (g) To the Knowledge of Synacorthe Company, there since the Reference Date, no employee of the Company or any of its Subsidiaries has provided or is no investigation threatened or pending by providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor the Company or any of its Subsidiaries. Since the Reference Date, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (h) The Company is in compliance in all material respects with applicable and effective provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Act.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor Company SEC Reports, including any Synacor Company SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer Chief Executive Officer and chief financial officer Chief Financial Officer of Synacor the Company have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor the Company is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaqthe Nasdaq Global Select Market. (c) Synacor The Company and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act) which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board and Company Board, (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor the Company and its Subsidiaries and (iv) provide reasonable assurance that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities. (d) To the Knowledge of Synacor and except as otherwise disclosed in the Synacor SEC ReportsCompany, neither Synacor the Company nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves Synacorthe Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor the Company and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor the Company or any of its Subsidiaries in Synacorthe Company’s consolidated published financial statements. (f) Neither Synacor Since January 1, 2013, (i) neither the Company nor any of its Subsidiaries nor, to the Knowledge of Synacorthe Company, any director, officer, auditor, accountant, consultant accountant or representative of Synacor the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive material complaint, allegation, assertion or claim, whether written or oral, that Synacor regarding the accounting or any auditing practices, procedures, methodologies or methods of the Company and/or its Subsidiaries has (i) on or since their respective internal accounting controls relating to periods after January 1, 2017, engaged in questionable accounting or auditing practices or 2013 (except for any of the foregoing which have no reasonable basis) and (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former no attorney representing Synacor the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, laws or evidence of breach of fiduciary duty or similar violation relating to periods after January 1, 2013, by Synacor the Company or any of its officers, directors, employees or agents to the current the Synacor Company Board or any committee thereof or to any current director or executive officer of Synacorthe Company. (g) To the Knowledge of Synacorthe Company, there since January 1, 2013, no employee of the Company or any of its Subsidiaries has provided or is no investigation threatened or pending by providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor the Company or any of its Subsidiaries. Since January 1, 2013, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (h) The Company is in compliance in all material respects with applicable and effective provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Act.

Financial Statements and Internal Controls. (a) Each The financial statements of MutualFirst and its Subsidiaries included (or incorporated by reference) in the MutualFirst Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of MutualFirst and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' equity and consolidated financial position of MutualFirst and its Subsidiaries for the respective fiscal periods or as of the consolidated financial respective dates therein set forth (subject in the case of unaudited statements (including, to year-end audit adjustments normal in each case, any related notes nature and schedulesamount and the absence of notes), contained in the Synacor SEC Reports, including any Synacor SEC Reports filed after the date of this Agreement, complied or will comply(iii) complied, as of its their respective datedates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was or will be and (iv) have been prepared in accordance with GAAP (except consistently applied during the periods involved, except, in each case, as may be indicated in such statements or in the notes thereto) applied on a consistent basis throughout the periods involved . The books and fairly presented records of MutualFirst and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or will fairly present in all material respects the consolidated financial position discrepancies contained or reflected therein. BKD LLP has not resigned (or informed MutualFirst that it intends to resign) or been dismissed as independent public accountants of Synacor and its Subsidiaries MutualFirst as a result of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregateconnection with any disagreements with MutualFirst on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) As of the date of this Agreement, neither MutualFirst nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that is required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of MutualFirst included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since June 30, 2017, or in connection with this Agreement and the transactions contemplated hereby. (c) The chief executive officer records, systems, controls, data and chief financial officer information of Synacor MutualFirst and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of MutualFirst or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on MutualFirst. MutualFirst (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to MutualFirst, including its Subsidiaries, is made all known to the Chief Executive Officer and the Chief Financial Officer of MutualFirst by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and Act of 2002 (the statements contained in any such certifications are complete and correct, and Synacor is otherwise in compliance with all applicable effective provisions of the "Xxxxxxxx-Xxxxx Act Act"), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to MutualFirst's outside auditors and the applicable listing and corporate governance rules audit committee of Nasdaq. (c) Synacor and each MutualFirst's Board of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor and its Subsidiaries. (d) To the Knowledge of Synacor and except as otherwise disclosed in the Synacor SEC Reports, neither Synacor nor its independent auditors have identified Directors (i) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by Synacor control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect MutualFirst's ability to record, process, summarize and its Subsidiariesreport financial information, and (ii) any fraud, whether or not material, that involves Synacor’s management or other employees who have a significant role in the preparation of MutualFirst's internal controls over financial statements or the internal accounting controls utilized reporting. These disclosures were made in writing by Synacor management to MutualFirst's auditors and audit committee and a copy has previously been made available to Universal. There is no reason to believe that MutualFirst's outside auditors and its Subsidiaries or (iii) any claim or allegation regarding any Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the foregoingXxxxxxxx-Xxxxx Act, without qualification, when next due. (ed) Neither Synacor Since January 1, 2014, (i) neither MutualFirst nor any of its Subsidiaries is a party toSubsidiaries, or has any commitment nor, to become a party tothe knowledge of MutualFirst, any joint venturedirector, partnership agreement officer, employee, auditor, accountant or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor representative of MutualFirst or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor or any of its Subsidiaries in Synacor’s consolidated financial statements. (f) Neither Synacor nor any of its Subsidiaries nor, to the Knowledge of Synacor, any director, officer, auditor, accountant, consultant or representative of Synacor or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of MutualFirst or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Synacor MutualFirst or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or practices, and (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former no attorney representing Synacor MutualFirst or any of its Subsidiaries Subsidiaries, or other person, whether or not employed by MutualFirst or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty duty, material violation of banking or other laws, or similar material violation by Synacor MutualFirst, or any of its Subsidiaries or any of their officers, directors, employees or agents to the current the Synacor Board of Directors or any committee thereof or to any current director or executive officer senior management of Synacor. (g) To the Knowledge of Synacor, there is no investigation threatened or pending by any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor MutualFirst or any of its SubsidiariesSubsidiaries or any committee thereof.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor Hortonworks SEC Reports, including any Synacor Hortonworks SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor Hortonworks and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor Hortonworks have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor Hortonworks is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaqthe Nasdaq Global Select Market. (c) Synacor Hortonworks and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor Hortonworks and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor Hortonworks and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Hortonworks Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor Hortonworks and its Subsidiaries. (d) To the Knowledge knowledge of Synacor and except as otherwise disclosed in the Synacor SEC ReportsHortonworks, neither Synacor Hortonworks nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor Hortonworks and its Subsidiaries, (ii) any fraud, whether or not material, that involves Synacor’s Hortonworks’ management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor Hortonworks and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor Hortonworks nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor Hortonworks or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor Hortonworks or any of its Subsidiaries in Synacor’s Hortonworks’ consolidated financial statements. (f) Neither Synacor Hortonworks nor any of its Subsidiaries nor, to the Knowledge knowledge of SynacorHortonworks, any director, officer, auditor, accountant, consultant or representative of Synacor Hortonworks or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor Hortonworks or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediatedpractices. No current or former attorney representing Synacor Hortonworks or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor Hortonworks or any of its officers, directors, employees or agents to the current the Synacor Hortonworks Board or any committee thereof or to any current director or executive officer of SynacorHortonworks. (g) To the Knowledge knowledge of SynacorHortonworks, there no employee of Hortonworks or any of its Subsidiaries has provided or is no investigation threatened or pending by providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor Hortonworks or any of its Subsidiaries. Neither Hortonworks nor any of its Subsidiaries nor, to the knowledge of Hortonworks, any director, officer, employee, contractor, subcontractor or agent of Hortonworks or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Hortonworks or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Financial Statements and Internal Controls. (a) Each The Warrantors have provided the Investors with the financial statements of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor SEC Reports, including any Synacor SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations Group Companies consisting of the SEC unaudited balance sheet, income statement and cash flow statement of the Group Companies for the period from January 1, 2019 to the Statement Date prepared by the respective Group Company in accordance with respect thereto, was or will be PRC GAAP applied on a consistent basis (the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with the books and records of the relevant Group Company, (ii) are true, correct and complete to the extent that they fairly present, in accordance with PRC GAAP, the financial condition and position of the relevant Group Company as of the dates indicated therein and the results of operations and cash flows of the relevant Group Company for the periods indicated therein in all material respects, and (iii) were prepared in accordance with PRC GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows involved, except for the periods indicated, except that any unaudited interim financial statements are subject to omission of notes thereto and normal and recurring year-end adjustments which have not been audit adjustments. All of the accounts receivable owing to any of the Group Companies, including all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are not expected good and collectible in the ordinary course of business, net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with PRC GAAP), and no further goods or services are required to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full. To the best Knowledge of the Warrantors, there are no material in amountcontingent or asserted claims, individually refusals to pay, or other rights of set-off with respect to any accounts receivable of the Group Companies. The Group Companies have good and marketable title to all assets set forth on the Financial Statements, except for such assets as have been spent, sold or transferred in the aggregateordinary course of business since the Statement Date. Each Group Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles as required in the jurisdiction where it is incorporated. (b) The chief executive officer Each Group Company has maintained its (x) books and chief financial officer of Synacor have made records reflecting its assets and liabilities that are accurate in all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Actmaterial respects, and the statements contained in any such certifications are complete (y) adequate and correct, and Synacor is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq. (c) Synacor and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable provide the assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that such system is in reasonable detail accurately accordance with applicable Laws and fairly reflect the material transactions and dispositions of the assets of Synacor and its Subsidiariesapplicable accounting principles, (ii) provide reasonable assurance that transactions by it are executed in accordance with management’s general or specific authorization, (iii) transactions by it are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPthe applicable accounting principles and to maintain asset accountability, and that receipts and expenditures (iv) access to assets of Synacor and its Subsidiaries are being made it is permitted only in accordance with management’s general or specific authorization, (v) the recorded inventory of assets is compared with the existing tangible assets at reasonable intervals and appropriate authorizations of management and the Synacor Board action is taken with respect to any material differences, (vi) segregating duties for cash deposits, cash reconciliation, cash payment, proper approval is established, and (iiivii) provide reasonable assurance regarding prevention no personal assets or timely detection of unauthorized acquisition, use or disposition bank accounts of the assets of Synacor and its Subsidiaries. (d) To the Knowledge of Synacor and except as otherwise disclosed in the Synacor SEC Reports, neither Synacor nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor and its Subsidiaries, (ii) any fraud, whether or not material, that involves Synacor’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor or any of its Subsidiaries in Synacor’s consolidated financial statements. (f) Neither Synacor nor any of its Subsidiaries nor, to the Knowledge of Synacor, any director, officer, auditor, accountant, consultant or representative of Synacor or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former attorney representing Synacor or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor or any of its officersemployees, directors, employees officers are mingled with the corporate assets or agents to the current the Synacor Board or corporate bank account, and no Group Company uses any committee thereof or to any current director or executive officer of Synacor. (g) To the Knowledge of Synacor, there is no investigation threatened or pending by any law enforcement agency regarding the commission or possible commission personal bank accounts of any crime or employees, directors, officers thereof during the violation or possible violation of any applicable Legal Requirements operation of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor or any of its SubsidiariesBusiness.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor Qumu SEC Reports, including any Synacor Qumu SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor Qumu and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor Qumu have made all certifications required by Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor Qumu is otherwise in compliance with all applicable effective provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq. (c) Synacor Qumu and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor Qumu and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor Qumu and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Qumu Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor Qumu and its Subsidiaries. (d) To the Knowledge of Synacor Qumu and except as otherwise disclosed in the Synacor Qumu SEC Reports, neither Synacor Qumu nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor Qumu and its Subsidiaries, (ii) any fraud, whether or not material, that involves SynacorQumu’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor Qumu and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor Qumu nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor Qumu or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor Qumu or any of its Subsidiaries in SynacorQumu’s consolidated financial statements. (f) Neither Synacor Qumu nor any of its Subsidiaries nor, to the Knowledge of SynacorQumu, any director, officer, auditor, accountant, consultant or representative of Synacor Qumu or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor Qumu or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former attorney representing Synacor Qumu or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor Qumu or any of its officers, directors, employees or agents to the current the Synacor Qumu Board or any committee thereof or to any current director or executive officer of SynacorQumu. (g) To the Knowledge of SynacorQumu, there is no investigation threatened or pending by any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the XxxxxxxxSxxxxxxx-Xxxxx Act by Synacor Qumu or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor Cloudera SEC Reports, including any Synacor Cloudera SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor Cloudera and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor Cloudera have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor Cloudera is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaqthe NYSE. (c) Synacor Cloudera and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor Cloudera and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor Cloudera and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Cloudera Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor Cloudera and its Subsidiaries. (d) To the Knowledge knowledge of Synacor and except as otherwise disclosed in the Synacor SEC ReportsCloudera, neither Synacor Cloudera nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor Cloudera and its Subsidiaries, (ii) any fraud, whether or not material, that involves SynacorCloudera’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor Cloudera and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor Cloudera nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor Cloudera or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor Cloudera or any of its Subsidiaries in SynacorCloudera’s consolidated financial statements. (f) Neither Synacor Cloudera nor any of its Subsidiaries nor, to the Knowledge knowledge of SynacorCloudera, any director, officer, auditor, accountant, consultant or representative of Synacor Cloudera or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor Cloudera or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediatedpractices. No current or former attorney representing Synacor Cloudera or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor Cloudera or any of its officers, directors, employees or agents to the current the Synacor Cloudera Board or any committee thereof or to any current director or executive officer of SynacorCloudera. (g) To the Knowledge knowledge of SynacorCloudera, there no employee of Cloudera or any of its Subsidiaries has provided or is no investigation threatened or pending by providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor Cloudera or any of its Subsidiaries. Neither Cloudera nor any of its Subsidiaries nor, to the knowledge of Cloudera, any director, officer, employee, contractor, subcontractor or agent of Cloudera or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Cloudera or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor Hortonworks SEC Reports, including any Synacor Hortonworks SEC Reports filed after the Table of Contents date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor Hortonworks and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor Hortonworks have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor Hortonworks is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaqthe Nasdaq Global Select Market. (c) Synacor Hortonworks and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor Hortonworks and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor Hortonworks and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Hortonworks Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor Hortonworks and its Subsidiaries. (d) To the Knowledge knowledge of Synacor and except as otherwise disclosed in the Synacor SEC ReportsHortonworks, neither Synacor Hortonworks nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor Hortonworks and its Subsidiaries, (ii) any fraud, whether or not material, that involves Synacor’s Hortonworks’ management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor Hortonworks and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor Hortonworks nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor Hortonworks or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor Hortonworks or any of its Subsidiaries in Synacor’s Hortonworks’ consolidated financial statements. (f) Neither Synacor Hortonworks nor any of its Subsidiaries nor, to the Knowledge knowledge of SynacorHortonworks, any director, officer, auditor, accountant, consultant or representative of Synacor Hortonworks or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor Hortonworks or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediatedpractices. No current or former attorney representing Synacor Hortonworks or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor Hortonworks or any of its officers, directors, employees or agents to the current the Synacor Hortonworks Board or any committee thereof or to any current director or executive officer of SynacorHortonworks. (g) To the Knowledge knowledge of SynacorHortonworks, there no employee of Hortonworks or any of its Subsidiaries has provided or is no investigation threatened or pending by providing information to any law enforcement agency regarding the commission or possible Table of Contents commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor Hortonworks or any of its Subsidiaries. Neither Hortonworks nor any of its Subsidiaries nor, to the knowledge of Hortonworks, any director, officer, employee, contractor, subcontractor or agent of Hortonworks or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Hortonworks or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Financial Statements and Internal Controls. (a) Each The Warrantors have provided the Investor with the financial statements of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor SEC Reports, including any Synacor SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations Group Companies consisting of the SEC unaudited balance sheet, income statement and cash flow statement of the Group Companies for the period from January 1, 2019 to the Statement Date prepared by the respective Group Company in accordance with respect thereto, was or will be PRC GAAP applied on a consistent basis (the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with the books and records of the relevant Group Company, (ii) are true, correct and complete to the extent that they fairly present, in accordance with PRC GAAP, the financial condition and position of the relevant Group Company as of the dates indicated therein and the results of operations and cash flows of the relevant Group Company for the periods indicated therein in all material respects, and (iii) were prepared in accordance with PRC GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows involved, except for the periods indicated, except that any unaudited interim financial statements are subject to omission of notes thereto and normal and recurring year-end adjustments which have not been audit adjustments. All of the accounts receivable owing to any of the Group Companies, including all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are not expected good and collectible in the ordinary course of business, net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with PRC GAAP), and no further goods or services are required to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full. To the best Knowledge of the Warrantors, there are no material in amountcontingent or asserted claims, individually refusals to pay, or other rights of set-off with respect to any accounts receivable of the Group Companies. The Group Companies have good and marketable title to all assets set forth in the aggregateFinancial Statements, except for such assets as have been spent, sold or transferred in the ordinary course of business since the Statement Date. Each Group Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles as required in the jurisdiction where it is incorporated. (b) The chief executive officer Each Group Company has maintained its (x) books and chief financial officer of Synacor have made records reflecting its assets and liabilities that are accurate in all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Actmaterial respects, and the statements contained in any such certifications are complete (y) adequate and correct, and Synacor is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq. (c) Synacor and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable provide the assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that such system is in reasonable detail accurately accordance with applicable Laws and fairly reflect the material transactions and dispositions of the assets of Synacor and its Subsidiariesapplicable accounting principles, (ii) provide reasonable assurance that transactions by it are executed in accordance with management’s general or specific authorization, (iii) transactions by it are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPthe applicable accounting principles and to maintain asset accountability, and that receipts and expenditures (iv) access to assets of Synacor and its Subsidiaries are being made it is permitted only in accordance with management’s general or specific authorization, (v) the recorded inventory of assets is compared with the existing tangible assets at reasonable intervals and appropriate authorizations of management and the Synacor Board action is taken with respect to any material differences, (vi) segregating duties for cash deposits, cash reconciliation, cash payment, proper approval is established, and (iiivii) provide reasonable assurance regarding prevention no personal assets or timely detection of unauthorized acquisition, use or disposition bank accounts of the assets of Synacor and its Subsidiaries. (d) To the Knowledge of Synacor and except as otherwise disclosed in the Synacor SEC Reports, neither Synacor nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor and its Subsidiaries, (ii) any fraud, whether or not material, that involves Synacor’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor or any of its Subsidiaries in Synacor’s consolidated financial statements. (f) Neither Synacor nor any of its Subsidiaries nor, to the Knowledge of Synacor, any director, officer, auditor, accountant, consultant or representative of Synacor or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former attorney representing Synacor or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor or any of its officersemployees, directors, employees officers are mingled with the corporate assets or agents to the current the Synacor Board or corporate bank account, and no Group Company uses any committee thereof or to any current director or executive officer of Synacor. (g) To the Knowledge of Synacor, there is no investigation threatened or pending by any law enforcement agency regarding the commission or possible commission personal bank accounts of any crime or employees, directors, officers thereof during the violation or possible violation of any applicable Legal Requirements operation of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor or any of its SubsidiariesBusiness.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor SEC Reports, including any Synacor SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor have made all certifications required by Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor is otherwise in compliance with all applicable effective provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq. (c) Synacor and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor and its Subsidiaries. (d) To the Knowledge of Synacor and except as otherwise disclosed in the Synacor SEC Reports, neither Synacor nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor and its Subsidiaries, (ii) any fraud, whether or not material, that involves Synacor’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor or any of its Subsidiaries in Synacor’s consolidated financial statements. (f) Neither Synacor nor any of its Subsidiaries nor, to the Knowledge of Synacor, any director, officer, auditor, accountant, consultant or representative of Synacor or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former attorney representing Synacor or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor or any of its officers, directors, employees or agents to the current the Synacor Board or any committee thereof or to any current director or executive officer of Synacor. (g) To the Knowledge of Synacor, there is no investigation threatened or pending by any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the XxxxxxxxSxxxxxxx-Xxxxx Act by Synacor or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) Each The financial statements of BayCom and its Subsidiaries included (or incorporated by reference) in the BayCom Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of BayCom and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of BayCom and its Subsidiaries for the respective fiscal periods or as of the consolidated financial respective dates therein set forth (subject in the case of unaudited statements (including, to year-end audit adjustments normal in each case, any related notes nature and schedulesamount and the absence of notes), contained in the Synacor SEC Reports, including any Synacor SEC Reports filed after the date of this Agreement, complied or will comply(iii) complied, as of its their respective datedates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was or will be and (iv) have been prepared in accordance with GAAP (except consistently applied during the periods involved, except, in each case, as may be indicated in such statements or in the notes thereto) applied on a consistent basis throughout the periods involved . The books and fairly presented records of BayCom and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or will fairly present in all material respects the consolidated financial position discrepancies contained or reflected therein. Xxxx Xxxxx LLP has not resigned (or informed BayCom that it intends to resign) or been dismissed as independent public accountants of Synacor and its Subsidiaries BayCom as a result of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregateconnection with any disagreements with BayCom on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) As of the date of this Agreement, neither BayCom nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that is required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against in the BayCom Reports (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December 31, 2020, or related to or in connection with this Agreement and the transactions contemplated hereby. (c) The chief executive officer records, systems, controls, data and chief financial officer information of Synacor BayCom and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of BayCom or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on BayCom. BayCom (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to BayCom, including its Subsidiaries, is made all known to the Chief Executive Officer and the Chief Financial Officer of BayCom by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and Act of 2002 (the statements contained in any such certifications are complete and correct, and Synacor is otherwise in compliance with all applicable effective provisions of the “Xxxxxxxx-Xxxxx Act Act”), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to BayCom’s outside auditors and the applicable listing and corporate governance rules audit committee of Nasdaq. (c) Synacor and each BayCom’s Board of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor and its Subsidiaries. (d) To the Knowledge of Synacor and except as otherwise disclosed in the Synacor SEC Reports, neither Synacor nor its independent auditors have identified Directors (i) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by Synacor control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect BayCom’s ability to record, process, summarize and its Subsidiariesreport financial information, and (ii) any fraud, whether or not material, that involves Synacor’s management or other employees who have a significant role in the preparation of BayCom’s internal controls over financial statements or the internal accounting controls utilized reporting. These disclosures were made in writing by Synacor management to BayCom’s auditors and audit committee. There is no reason to believe that BayCom’s outside auditors and its Subsidiaries or (iii) any claim or allegation regarding any Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the foregoingXxxxxxxx-Xxxxx Act, without qualification, when next due. (ed) Neither Synacor Since January 1, 2019, (i) neither BayCom nor any of its Subsidiaries is a party toSubsidiaries, or has any commitment nor, to become a party tothe knowledge of BayCom, any joint venturedirector, partnership agreement officer, employee, auditor, accountant or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor representative of BayCom or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor or any of its Subsidiaries in Synacor’s consolidated financial statements. (f) Neither Synacor nor any of its Subsidiaries nor, to the Knowledge of Synacor, any director, officer, auditor, accountant, consultant or representative of Synacor or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of BayCom or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Synacor BayCom or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or practices, and (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former no attorney representing Synacor BayCom or any of its Subsidiaries Subsidiaries, or other person, whether or not employed by BayCom or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty duty, material violation of banking or other laws, or similar material violation by Synacor BayCom, or any of its Subsidiaries or any of their officers, directors, employees or agents to the current the Synacor Board of Directors or any committee thereof or to any current director or executive officer senior management of Synacor. (g) To the Knowledge of Synacor, there is no investigation threatened or pending by any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor BayCom or any of its SubsidiariesSubsidiaries or any committee thereof. The phrase “to the knowledge of BayCom” or any similar phrase means the actual knowledge of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, or Chief Credit Officer of BayCom or United Business Bank, after reasonable inquiry.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor FaceBank SEC Reports, including any Synacor FaceBank SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor FaceBank and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor FaceBank have made all certifications required by Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor FaceBank is otherwise in compliance in all material respects with all applicable effective provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of NasdaqAct. (c) Synacor and each of its Subsidiaries FaceBank has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures assurances that (i) require the maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor and its Subsidiariesaccordance with management’s general or specific authorization, (ii) provide reasonable assurance that transactions are recorded as necessary (A) to permit preparation of financial statements in accordance conformity with GAAPGAAP or any other criteria applicable to such statements, and that receipts and expenditures of Synacor and its Subsidiaries are being made (B) maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate authorizations of management and the Synacor Board action is taken with respect to any differences, and (iiiv) provide notwithstanding any other Legal Requirement, pay the allocable share of such issuer of a reasonable assurance regarding prevention annual accounting support fee or timely detection of unauthorized acquisitionfees, use or disposition of the assets of Synacor and its Subsidiariesdetermined in accordance with Legal Requirements. (d) To the Knowledge knowledge of Synacor and except as otherwise disclosed in the Synacor SEC ReportsFaceBank, since December 31, 2016, neither Synacor FaceBank nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor FaceBank and its Subsidiaries, (ii) any fraud, whether or not material, that involves SynacorFaceBank’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor FaceBank and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor FaceBank nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor FaceBank or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor FaceBank or any of its Subsidiaries in SynacorFaceBank’s consolidated financial statements. (f) Neither Synacor FaceBank nor any of its Subsidiaries nor, to the Knowledge knowledge of SynacorFaceBank, any director, officer, auditor, accountant, consultant or representative of Synacor FaceBank or any of its Subsidiaries has has, since December 31, 2016, received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor FaceBank or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediatedpractices. No current or former attorney representing Synacor FaceBank or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor FaceBank or any of its officers, directors, employees or agents to the current the Synacor Board FaceBank board of directors or any committee thereof or to any current director or executive officer of SynacorFaceBank. (g) To the Knowledge knowledge of SynacorFaceBank, there since December 31, 2016, no employee of FaceBank or any of its Subsidiaries has provided or is no investigation threatened or pending by providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the XxxxxxxxSxxxxxxx-Xxxxx Act by Synacor FaceBank or any of its Subsidiaries. Neither FaceBank nor any of its Subsidiaries nor, to the knowledge of FaceBank, any director, officer, employee, contractor, subcontractor or agent of FaceBank or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of FaceBank or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Sxxxxxxx-Xxxxx Act.

Financial Statements and Internal Controls. (a) Each The financial statements of BayCom and its Subsidiaries included (or incorporated by reference) in the BayCom Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of BayCom and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of BayCom and its Subsidiaries for the respective fiscal periods or as of the consolidated financial respective dates therein set forth (subject in the case of unaudited statements (including, to year-end audit adjustments normal in each case, any related notes nature and schedulesamount and the absence of notes), contained in the Synacor SEC Reports, including any Synacor SEC Reports filed after the date of this Agreement, complied or will comply(iii) complied, as of its their respective datedates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was or will be and (iv) have been prepared in accordance with GAAP (except consistently applied during the periods involved, except, in each case, as may be indicated in such statements or in the notes thereto) applied on a consistent basis throughout the periods involved . The books and fairly presented records of BayCom and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or will fairly present in all material respects the consolidated financial position discrepancies contained or reflected therein. Mxxx Axxxx LLP has not resigned (or informed BayCom that it intends to resign) or been dismissed as independent public accountants of Synacor and its Subsidiaries BayCom as a result of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregateconnection with any disagreements with BayCom on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) As of the date of this Agreement, neither BayCom nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that is required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of BayCom for the year ended December 31, 2017 included in its prospectus dated May 4, 2018, filed with the SEC pursuant to Rule 424(b)(4) on May 4, 2018 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December 31, 2017, or related to or in connection with this Agreement, the transactions contemplated hereby, or the pending acquisition of Bethlehem Financial Corporation and its subsidiaries. (c) The chief executive officer records, systems, controls, data and chief financial officer information of Synacor BayCom and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of BayCom or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on BayCom. BayCom (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to BayCom, including its Subsidiaries, is made all known to the Chief Executive Officer and the Chief Financial Officer of BayCom by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and (y) has disclosed, based on its most recent evaluation prior to the statements contained in any such certifications are complete and correctdate hereof, and Synacor is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act to BayCom’s outside auditors and the applicable listing and corporate governance rules audit committee of Nasdaq. (c) Synacor and each BayCom’s Board of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor and its Subsidiaries. (d) To the Knowledge of Synacor and except as otherwise disclosed in the Synacor SEC Reports, neither Synacor nor its independent auditors have identified Directors (i) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by Synacor control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect BayCom’s ability to record, process, summarize and its Subsidiariesreport financial information, and (ii) any fraud, whether or not material, that involves Synacor’s management or other employees who have a significant role in the preparation of BayCom’s internal controls over financial statements or the internal accounting controls utilized reporting. These disclosures were made in writing by Synacor management to BayCom’s auditors and audit committee. There is no reason to believe that BayCom’s outside auditors and its Subsidiaries or (iii) any claim or allegation regarding any Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the foregoingSxxxxxxx-Xxxxx Act, without qualification, when next due. (ed) Neither Synacor Since January 1, 2016, (i) neither BayCom nor any of its Subsidiaries is a party toSubsidiaries, or has any commitment nor, to become a party tothe knowledge of BayCom, any joint venturedirector, partnership agreement officer, employee, auditor, accountant or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor representative of BayCom or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor or any of its Subsidiaries in Synacor’s consolidated financial statements. (f) Neither Synacor nor any of its Subsidiaries nor, to the Knowledge of Synacor, any director, officer, auditor, accountant, consultant or representative of Synacor or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of BayCom or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Synacor BayCom or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or practices, and (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former no attorney representing Synacor BayCom or any of its Subsidiaries Subsidiaries, or other person, whether or not employed by BayCom or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty duty, material violation of banking or other laws, or similar material violation by Synacor BayCom, or any of its Subsidiaries or any of their officers, directors, employees or agents to the current the Synacor Board of Directors or any committee thereof or to any current director or executive officer senior management of Synacor. (g) To the Knowledge of Synacor, there is no investigation threatened or pending by any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor BayCom or any of its SubsidiariesSubsidiaries or any committee thereof. The phrase “to the knowledge of BayCom” or any similar phrase means the actual knowledge of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, or Chief Credit Officer of BayCom or United Business Bank, after reasonable inquiry.

Financial Statements and Internal Controls. (a) Each of the consolidated financial statements (including, in each case, any related notes and schedules), contained in the Synacor Cloudera SEC Reports, including any Synacor Cloudera SEC Reports filed after the date of Table of Contents this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor Cloudera and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor Cloudera have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor Cloudera is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaqthe NYSE. (c) Synacor Cloudera and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor Cloudera and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor Cloudera and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Cloudera Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor Cloudera and its Subsidiaries. (d) To the Knowledge knowledge of Synacor and except as otherwise disclosed in the Synacor SEC ReportsCloudera, neither Synacor Cloudera nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor Cloudera and its Subsidiaries, (ii) any fraud, whether or not material, that involves SynacorCloudera’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor Cloudera and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) Neither Synacor Cloudera nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor Cloudera or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor Cloudera or any of its Subsidiaries in SynacorCloudera’s consolidated financial statements. (f) Neither Synacor Cloudera nor any of its Subsidiaries nor, to the Knowledge knowledge of SynacorCloudera, any director, officer, auditor, accountant, consultant or representative of Synacor Cloudera or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor Cloudera or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediatedpractices. No current or former attorney representing Synacor Cloudera or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor Cloudera or any of its officers, directors, employees or agents to the current the Synacor Cloudera Board or any committee thereof or to any current director or executive officer of SynacorCloudera. (g) To the Knowledge knowledge of SynacorCloudera, there no employee of Cloudera or any of its Subsidiaries has provided or is no investigation threatened or pending by providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Table of Contents Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor Cloudera or any of its Subsidiaries. Neither Cloudera nor any of its Subsidiaries nor, to the knowledge of Cloudera, any director, officer, employee, contractor, subcontractor or agent of Cloudera or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Cloudera or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Financial Statements and Internal Controls. (a) Each The financial statements of Anchor and its Subsidiaries included (or incorporated by reference) in the Anchor Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Anchor and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Anchor and its Subsidiaries for the respective fiscal periods or as of the consolidated financial respective dates therein set forth (subject in the case of unaudited statements (including, to year-end audit adjustments normal in each case, any related notes nature and schedulesamount), contained in the Synacor SEC Reports, including any Synacor SEC Reports filed after the date of this Agreement, complied or will comply(iii) complied, as of its their respective datedates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was or will be and (iv) have been prepared in accordance with GAAP (except consistently applied during the periods involved, except, in each case, as may be indicated in such statements or in the notes thereto) applied on a consistent basis throughout the periods involved . The books and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position records of Synacor Anchor and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicatedhave been, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Xxxx Xxxxx LLP has not expected resigned (or informed Anchor that it intends to be material in amount, individually resign) or been dismissed as independent public accountants of Anchor as a result of or in the aggregateconnection with any disagreements with Anchor on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Anchor nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that are required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of Anchor included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December 31, 2016, or in connection with this Agreement and the transactions contemplated hereby. (c) The chief executive officer allowance for loan loss account of Anchor Bank as reflected in the Anchor Bank Call Reports is, and chief the amount thereof, contained in the financial officer books and records of Synacor Anchor Bank as of the last day of the month preceding the Closing Date will, in the opinion of management of Anchor Bank, be adequate as of the date thereof to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans of Anchor Bank as of such date. (d) The records, systems, controls, data and information of Anchor and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Anchor or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on Anchor. Anchor (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Anchor, including its Subsidiaries, is made all known to the Chief Executive Officer and the Chief Financial Officer of Anchor by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and Act of 2002 (the statements contained in any such certifications are complete and correct, and Synacor is otherwise in compliance with all applicable effective provisions of the “Xxxxxxxx-Xxxxx Act Act”), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Anchor’s outside auditors and the applicable listing and corporate governance rules audit committee of Nasdaq. (c) Synacor and each Anchor’s Board of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor and its Subsidiaries. (d) To the Knowledge of Synacor and except as otherwise disclosed in the Synacor SEC Reports, neither Synacor nor its independent auditors have identified Directors (i) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by Synacor control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Anchor’s ability to record, process, summarize and its Subsidiariesreport financial information, and (ii) any fraud, whether or not material, that involves Synacor’s management or other employees who have a significant role in the preparation of Anchor’s internal controls over financial statements or the internal accounting controls utilized reporting. These disclosures were made in writing by Synacor management to Anchor’s auditors and audit committee and a copy has previously been made available to Washington Federal. There is no reason to believe that Anchor’s outside auditors and its Subsidiaries or (iii) any claim or allegation regarding any Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the foregoingXxxxxxxx-Xxxxx Act, without qualification, when next due. (e) Neither Synacor Since July 1, 2013, (i) neither Anchor nor any of its Subsidiaries is a party toSubsidiaries, or has any commitment nor, to become a party tothe knowledge of Anchor, any joint venturedirector, partnership agreement officer, employee, auditor, accountant or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor representative of Anchor or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor or any of its Subsidiaries in Synacor’s consolidated financial statements. (f) Neither Synacor nor any of its Subsidiaries nor, to the Knowledge of Synacor, any director, officer, auditor, accountant, consultant or representative of Synacor or any of its Subsidiaries has received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Anchor or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Synacor Anchor or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or practices, and (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediated. No current or former no attorney representing Synacor Anchor or any of its Subsidiaries Subsidiaries, or other person, whether or not employed by Anchor or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty duty, material violation of banking or other laws or similar material violation by Synacor Anchor or any of its Subsidiaries or any of their officers, directors, employees or agents to the current the Synacor Board of Directors or senior management of Anchor or any of its Subsidiaries or any committee thereof or to any current director or executive officer of Synacor. (g) To the Knowledge of Synacor, there is no investigation threatened or pending by any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor Anchor or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) Each of the consolidated fuboTV has made available to FaceBank its audited financial statements as of and for the fiscal year ended December 31, 2018 and its unaudited financial statements as of and for the fiscal year ended December 31, 2019 (including, in each case, any related notes and schedules), contained in the Synacor SEC Reports, including any Synacor SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be such financial statements were prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Synacor fuboTV and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (b) The chief executive officer and chief financial officer of Synacor have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Synacor is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq. (c) Synacor fuboTV and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Synacor fuboTV and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Synacor fuboTV and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Synacor Board fuboTV board of directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Synacor fuboTV and its SubsidiariesSubsidiaries that could have a material effect on the financial statements. (dc) To the Knowledge knowledge of Synacor and except as otherwise disclosed in the Synacor SEC ReportsfuboTV, since December 31, 2016, neither Synacor fuboTV nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Synacor fuboTV and its Subsidiaries, (ii) any fraud, whether or not material, that involves SynacorfuboTV’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Synacor fuboTV and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (ed) Neither Synacor fuboTV nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Synacor fuboTV or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Synacor fuboTV or any of its Subsidiaries in SynacorfuboTV’s consolidated financial statements. (fe) Neither Synacor fuboTV nor any of its Subsidiaries nor, to the Knowledge knowledge of SynacorfuboTV, any director, officer, auditor, accountant, consultant or representative of Synacor fuboTV or any of its Subsidiaries has has, since December 31, 2016, received or otherwise had or obtained Knowledge knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that Synacor fuboTV or any of its Subsidiaries has (i) on or since January 1, 2017, engaged in questionable accounting or auditing practices or (ii) prior to January 1, 2017, engaged in questionable accounting or auditing practices which have not be fully remediatedpractices. No current or former attorney representing Synacor fuboTV or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Synacor fuboTV or any of its officers, directors, employees or agents to the current the Synacor Board fuboTV board of directors or any committee thereof or to any current director or executive officer of SynacorfuboTV. (g) To the Knowledge of Synacor, there is no investigation threatened or pending by any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Synacor or any of its Subsidiaries.