Common use of Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act Clause in Contracts

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) are in compliance with Sxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective internal controls over financial reporting and effective disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act and a system of internal controls over accounting matters (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the latest audited financial statements included in the General Disclosure Package and the Prospectus, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors and its directors (the “Board”in their capacities as such) are in compliance with Sxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act and a system of internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) the Company has adopted and applies corporate governance guidelines. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since The Company has not publicly disclosed or reported to the date Audit Committee or the Board, and the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 90 days, a significant deficiency, material weakness or change in Internal Controls of the latest audited financial statements included Company, or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), other than those described in the General Disclosure Package and the Prospectusor which would not, there has been (i) no material weakness individually or in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affectedaggregate, or is reasonably likely to materially affect, the Company’s internal control over financial reportinghave a Material Adverse Effect.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) are in compliance with Sxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective internal controls over financial reporting and effective disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act and its consolidated Subsidiaries maintain a system of internal accounting and other controls over accounting matters (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the latest audited financial statements included Except as described in the General Disclosure Package and the Final Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (iA) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (iiB) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is in compliance with all applicable provisions of Sxxxxxxx-Xxxxx and all applicable rules and regulations promulgated thereunder or implementing the provisions thereof that are presently in effect.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance with Sxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective and its subsidiaries maintain a system of internal controls over financial reporting and effective controls, including, but not limited to, disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act and a system of internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, the “Internal Controls”) that complies with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the latest audited financial statements of the Company included in the General Disclosure Package and the ProspectusPackage, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. Except To the extent applicable, there is and has been no failure on the part of the Company or any of its directors or officers, in their capacities as set forth in the General Disclosure Package, the Company, its subsidiaries andsuch, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) are in compliance comply with Sxxxxxxx-Xxxxx Xxxxx, including Section 402 related to loans and all applicable Exchange RulesSections 302 and 906 related to certifications. The Company maintains effective and its subsidiaries maintain systems of “internal controls over financial reporting and effective disclosure controls and procedures, each reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and a system have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company and its subsidiaries maintain internal accounting controls over accounting matters (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no material weaknesses in the Company’s or its subsidiaries’ internal controls. The Internal Controls are internal controls are, or upon consummation of the offering of the Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the latest audited financial statements included in the General Disclosure Package and the Prospectus, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. Except From and after the date of the initial filing of the Registration Statement and except as set forth in the General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of Sxxxxxxx-Xxxxx and all applicable the Exchange Rules. The Company maintains effective internal controls over financial reporting Except as disclosed in the General Disclosure Package and effective disclosure controls and proceduresthe Final Prospectus, each as defined in Rule 13a-15 under of the Exchange Act Company and its subsidiaries maintains a system of internal accounting controls over accounting matters (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles and to maintain accountability for assets, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rulesthereto. Since the date of the latest audited financial statements included in the General Disclosure Package and the ProspectusRegistration Statement, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) are in compliance with Sxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective a system of “internal controls over financial reporting and effective disclosure controls and procedures, each reporting” (as such term is defined in Rule 13a-15 under the Exchange 1934 Act) that comply with the requirements of the 1934 Act and a system of internal controls over accounting matters (collectivelyhave been designed by, “Internal Controls”) that are sufficient or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), including that (iA) transactions are executed in accordance with management’s general or specific authorizations, ; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles GAAP and to maintain accountability for assets, asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization and authorization; (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen differences and (E) any interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the latest audited financial statements included in Prospectus and the General Disclosure Package fairly presents the information called for in all material respects and are prepared in accordance with the Prospectusapplicable rules and regulations of the Commission applicable thereto. Since the end of the Company’s most recent audited fiscal year, there has been (i) no identified material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) are in compliance with Sxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective internal controls over financial reporting and effective disclosure controls and procedures, each as defined in Rule 13a-15 under the Exchange Act and a system of internal accounting and other controls over accounting matters (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the date of the latest audited financial statements included Except as described in the General Disclosure Package and the Final Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (iA) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (iiB) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is in compliance with all applicable provisions of Sxxxxxxx-Xxxxx and all applicable rules and regulations promulgated thereunder or implementing the provisions thereof that are presently in effect and is actively taking steps to ensure that it will be in compliance with other applicable provisions of Sxxxxxxx-Xxxxx not currently in effect upon it and at all times after the effectiveness of such provisions.