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

Internal Controls and Compliance with the Sxxxxxxx. Xxxxx Act. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company, its Controlled Entities and their respective board of directors maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) which 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 generally accepted accounting principles in the United States and to maintain asset accountability, (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 action is taken with respect to any differences, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon consummation of the offering of the Offered Securities, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company in accordance with the rules of the NASDAQ. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the board of directors of the Company, a significant deficiency, material weakness, change in Internal Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Sxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) 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 has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement.

Internal Controls and Compliance with the Sxxxxxxx. Xxxxx Act. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company, its Controlled Entities and their respective board of directors maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) which 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 generally accepted accounting principles in the United States and to maintain asset accountability, (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 action is taken with respect to any differences, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon consummation of the offering of the Offered SecuritiesShares, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company in accordance with the rules of the NASDAQ. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the board of directors of the Company, a significant deficiency, material weakness, change in Internal Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Sxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) 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 has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement.

Internal Controls and Compliance with the Sxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with Sxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) which 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 generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon or upon consummation of the offering of the Offered SecuritiesSecurities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the The Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Sxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) 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 has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Sxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Registration Statement, the Preliminary Prospectus and the Final Prospectus, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with Sxxxxxxx-Xxxxx and all applicable Exchange Rules that are in effect and with which the Company is required to comply as of the date hereof. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) which 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 generally accepted accounting principles in the United States and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, 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, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon or upon consummation of the offering of the Offered SecuritiesSecurities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the The Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter whichthat, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Sxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) 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 has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Sxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with Sxxxxxxx-Xxxxx, to the extent applicable, and all applicable Exchange Rules, except for any non-compliance which would not reasonably be expected to have a Material Adverse Effect. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) which that comply with the Securities Laws and are sufficient to provide reasonable assurances 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 generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles and to maintain asset accountabilityaccountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon or upon consummation of the offering of the Offered SecuritiesSecurities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the board of directors of Audit Committee or the Company, Board a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Sxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) 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 has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Sxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with the applicable provisions of Sxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains a system of “internal controlscontrols over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures, procedures and internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) which comply with the Securities Laws (to the extent applicable) 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 generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon or upon consummation of the offering of the Offered SecuritiesShares will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in to the Time of Sale Prospectus and the ProspectusUnderwriters, the Company has not publicly disclosed or reported to the board of directors Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a “significant deficiency”, “material weakness” (each as defined in Rule 12b-2 of the CompanyExchange Act), a significant deficiency, material weakness, adverse change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), or any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Sxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) 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 has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Sxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.