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

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure PackageProspectus, since in the Company’s inceptionlast three years, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and all Rules rules and Regulations regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementStatement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure PackageCompany’s previous filings with the Commission, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement, the date of the Preliminary Prospectus Supplement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) 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, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described set forth in the General Disclosure PackagePackage or has already been publicly disclosed, since the Company’s inceptionCompany has not reported to the Audit Committee or the Board, and neither the Company nor the Audit Committee has (i) reason to believe there has been (1) no exists a material weakness in relating to Internal Controls or (ii) concluded there exists a significant deficiency relating to Internal Controls or fraud relating to Internal Controls involving one or more of the Company’s “internal control over financial reporting” named executive officers (as defined in Rule 13a-15 under Item 402(a)(3) of Regulation S-K of the Exchange Act), whether or not remediated, Rules and (2Regulations) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that who are designed to ensure that information required to be disclosed both identified by the Company in its Proxy Statement filed with the reports that it files or submits under the Exchange Act is recordedCommission on March 31, processed, summarized 2009 and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which still employed by the Company is required to comply with as of the effective date of the Registration Statementhereof that would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company There is not currently and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described has not in the General Disclosure Packagepast been a failure on the part of the Company or, since to the Company’s inceptionknowledge, there any of its respective directors or officers, in their capacities as such, to comply with any applicable provisions of Xxxxxxxx-Xxxxx and the rules and regulations promulgated in connection therewith, including Sections 302, 402 and 906, and the statements contained in any certification pursuant to Xxxxxxxx-Xxxxx and related rules and regulations are complete and correct. The Company has been (1) no material weakness in the Company’s “established and maintains disclosure controls and procedures and internal control over financial reporting” reporting as are currently required (as such terms are defined in Rule 13a-15 and 15d-15 under the Exchange Act), whether or not remediated, and (2) no change in ; the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” procedures (as defined in Rule 13a-15 under the Exchange ActA) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officer of the Company, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules Exchange Act and forms, the Rules and is accumulated Regulations; (B) have been evaluated for effectiveness; and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance (C) are effective in all material respects to perform the functions for which they were established. Except as discussed with all provisions the Company’s auditors and audit committee and as disclosed in each of Xxxxxxxx-Xxxxx the General Disclosure Package and all Rules and Regulations promulgated thereunder the Final Prospectus, (A) there are no significant deficiencies or implementing material weaknesses in the provisions thereof design or operation of internal control over financial reporting that are then reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial data and (B) there is, and there has been, no fraud, whether or not material, that involves management or other employees who have a role in effect and which the Company is required to comply with as of Company’s internal control over financial reporting. Since the effective date of the Registration Statementend of the last fiscal year for which audited financial statements are included or incorporated by reference in each of the General Disclosure Package and the Final Prospectus, there have been no significant changes in internal control over financial reporting or in other factors that could significantly affect internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to materially comply with any applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of its subsidiaries maintain the Company as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to all reports, schedules, forms, statements and other documents required to be filed by it or furnished by it to the Commission during the past 12 months. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, 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 and legal and regulatory compliance controls that comply with the applicable Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) 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 interactive data in eXtensible Business Reporting Language included or incorporated by reference in the General Disclosure Package and the Final Offering Circular fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the General Disclosure PackagePackage and the Final Offering Circular, since the Company’s inceptionend of the period covered by the latest audited financial statements of the Company included in the General Disclosure Package, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and all applicable rules of the NASDAQ Global Market. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission, the rules of the NASDAQ Global Market and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; asset accountability, (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) 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, or upon consummation of the offering of the Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the NASDAQ Global Market. Except as described disclosed in the General Disclosure PackageTime of Sale Prospectus and the Prospectus, since the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s inception, there has been (1) no material weakness in independent directors meets the Company’s criteria for “internal control over financial reportingindependence” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx Act, the rules and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as regulations of the effective date Commission and the rules of the Registration StatementNASDAQ Global Market.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. (i) The Company and each of its subsidiaries maintain maintains a system of internal accounting controls sufficient designed to provide reasonable assurances assurance that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) 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 (“US GAAP”) and to maintain accountability for assetsasset accountability; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package, since the The Company’s inception, there has been (1) no internal control over financial reporting is effective and the Company is not aware of any material weakness weaknesses in the Company’s “its internal control over financial reporting” (as defined . Since the date of the latest audited financial statements of the Company included in Rule 13a-15 under the Exchange Act)General Disclosure Package and the Final Offering Memorandum, whether or not remediated, and (2) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (other than as set forth in the General Disclosure Package and the Final Offering Memorandum). The Company and its subsidiaries have has established “disclosure controls and procedures” procedures (as defined in Rule Exchange Act Rules 13a-15 under and 15d-15) that comply with the requirements of the Exchange Act. (ii) that are designed There is and has been no failure on the part of the Company or, to ensure that information the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to materially comply with any applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to all reports, schedules, forms, statements and other documents required to be disclosed filed by it or furnished by it to the Company Commission during the past 12 months. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementAct.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) accounting principles generally accepted in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) 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) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the General Disclosure Package, since January 2, 2016, the Company’s inception, there Company has been (1) no material weakness in not publicly disclosed or reported to the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under Audit Committee or the Exchange Act), whether or not remediatedBoard, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (2A) no a significant deficiency, (B) a material weakness, (C) change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries Internal Controls, (D) fraud involving management or other employees who have established “disclosure controls and procedures” a significant role in Internal Controls, (as defined in Rule 13a-15 under E) any violation of, or failure to comply with, the Exchange ActSecurities Laws, or (F) that are designed to ensure that information required to be disclosed by the Company any other matter involving Internal Controls, except, in the reports that it files or submits under the Exchange Act is recorded, processed, summarized case of (A) and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers(F), as appropriate, would not reasonably be expected to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementhave a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and all applicable rules of the NYSE (“Exchange Rules”). The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the rules and regulations of the Commission (the “Rules and Regulations”), the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and the Exchange Rules (collectively, “Securities Laws”) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affectedThe Internal Controls are, or is reasonably likely to materially affectupon consummation of the offering of the Securities will be, overseen by the Company’s internal control over financial reportingAudit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and its subsidiaries 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 or fraud involving management or other employees who have established a significant role in Internal Controls (each, an “disclosure controls Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus fairly presents the information called for in all material respects and procedures” (as defined has been prepared in Rule 13a-15 under accordance with the Exchange Act) that Commission’s rules and guidelines applicable thereto. The Company’s Internal Controls are designed to ensure that material information required relating to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated made known to the Company’s managementChief Executive Officer and Chief Financial Officer, including and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant deficiencies or material weaknesses in internal controls have been identified for the Company’s Chief Executive Officer and its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementChief Financial Officer.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of Company, its subsidiaries maintain and the Company’s Board of Directors (the “Board”) are in compliance with all applicable provisions of Xxxxxxxx-Xxxxx and the Exchange Rules. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, 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, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that complies with the applicable Securities Laws and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US U.S. GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) 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 of the Board (the “Audit Committee”) in accordance with the Exchange Rules. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof is not aware of any facts or circumstances that would require the Company to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the date of the latest audited financial statements included in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each its subsidiaries and their respective Boards of Directors are in compliance with the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain a system systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and 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, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) 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 (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) 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) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company and its subsidiaries have disclosed or reported to the Audit Committee or the Board of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Except as described disclosed, reported or advised in accordance with the General Disclosure Packageimmediately preceding sentence, since the end of the Company’s inceptionmost recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated), and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of Company, its subsidiaries maintain and the Company’s Board of Directors are in compliance with all applicable provisions of Xxxxxxxx-Xxxxx and the Exchange Rules. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, 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, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that complies with the applicable Securities Laws are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US U.S. GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) 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 of the Board (the “Audit Committee”) in accordance with the Exchange Rules. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and as of the date hereof is not aware of any facts or circumstances that would require the Company to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the date of the latest audited financial statements included in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and all applicable rules of The New York Stock Exchange (“Exchange Rules”). The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the rules and regulations of the Commission (the “Rules and Regulations”), the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and the Exchange Rules (collectively, “Securities Laws”) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affectedThe Internal Controls are, or is reasonably likely to materially affectupon consummation of the offering of the Securities will be, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed overseen by the Company Audit Committee (the “Audit Committee”) of the Board in the reports that it files or submits under the accordance with Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureRules. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board, upon and within the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which next 135 days the Company is required 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 or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with as of with, the effective date of the Registration StatementSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”), that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; , (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, except as described set forth in the General Disclosure Package, since Package and the Company’s inception, there has been (1) no material weakness Final Prospectus in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 fifth sentence of the second paragraph under the Exchange Act)heading “Risk Factors–Risks Related to this Offering and Ownership of Our Common Stock–Any material weaknesses in our internal controls may impede our ability to produce timely and accurate financial statements, whether which could cause us to fail to file our periodic reports timely, result in inaccurate financial reporting or not remediatedrestatements of our financial statements, subject our stock to delisting and materially harm our business, results of operations, financial condition and stock price”, and (2) no 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 the Company’s internal control over financial reporting that has materially affectedInternal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries Securities Laws, or any matter relating to Internal Controls, which matter, if determined adversely, would have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and all applicable rules of The NASDAQ Global Market (“Exchange Rules”). The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the rules and regulations of the Commission, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board (“PCAOB”) and the Exchange Rules (collectively, the “Securities Laws”) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the General Disclosure Package, since Audit Committee or the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediatedBoard, and (2) no within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, material weakness, change in the Company’s internal control over financial reporting Internal Controls (that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The Company and its subsidiaries Internal Controls), or fraud involving management or other employees who have established a significant role in Internal Controls (each, an “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files Internal Control Event”), any violation of, or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required failure to comply with as of with, the effective date of the Registration StatementSecurities Laws, or any other matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and Consolidated Affiliated Entities and the Company’s board of directors will be in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and all applicable rules of NASDAQ upon the completion of the offering of the Offered Securities. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls over accounting controls matters sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; asset accountability, (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure PackageTime of Sale Prospectus and the Prospectus, since the end of the Company’s inceptionmost recent audited fiscal year, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) 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. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of NASDAQ. The Company and its subsidiaries have established Subsidiaries and the Consolidated Affiliated Entities maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15 under 13a-15(e) of the Exchange Act) that are complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, management as appropriate, appropriate to allow timely decisions regarding required disclosure. The Company has taken all necessary actions to ensure that, upon and its Subsidiaries and the Consolidated Affiliated Entities have carried out evaluations of the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx their disclosure controls and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is procedures as required to comply with as by Rule 13a-15 of the effective date of the Registration StatementExchange Act.

Internal Controls and Compliance with the Xxxxxxxx-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 in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains internal controls over financial reporting and disclosure controls and procedures, each of its subsidiaries maintain as defined in Rule 13a-15 under the Exchange Act and a system of internal controls over accounting controls sufficient matters (collectively, “Internal Controls”) that are designed to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles of the United States (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described 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, since the Company’s inception, there Company has been not identified (1i) no any material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and ) or (2ii) no any 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 Since the later of the date of the Company’s last quarterly report on Form 10-Q or annual report on Form 10-K, the Company and has not determined that its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under procedures are ineffective to perform the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and functions for which the Company is required to comply with as of the effective date of the Registration Statementthey were established.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) have taken all necessary actions to ensure that the Company is in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx and the Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters, internal control over financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws, except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus. The Internal Controls are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) 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. Except as described disclosed in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx the General Disclosure Package and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which Final Prospectus, the Company is required has not reported to the Audit Committee or the Board, 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 or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with as of with, the effective date of the Registration StatementSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) GAAP and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of its subsidiaries maintain are in compliance in all material respects with Xxxxxxxx-Xxxxx, to the extent currently applicable to the Company, and all applicable Exchange Rules. The Company maintains (i) “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) internal control over financial reporting (as defined under Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) and a system of internal accounting controls (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and , (ED) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described differences and (E) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the General Disclosure PackageRegistration Statement fairly presents the information called for in all material respects. The Internal Controls are, since or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Company’s inception, there has been Board of Directors (1the “Board”) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the accordance with Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureRules. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board a material weakness, upon the effectiveness of the Registration Statementchange in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder any violation of, or implementing the provisions thereof that are then in effect and which the Company is required failure to comply with as of with, the effective date of Securities Laws, or any matter relating to Internal Controls which, if determined adversely, would, individually or in the Registration Statementaggregate, have or reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement, the date of the Preliminary Prospectus Supplement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx that are applicable and all applicable Exchange Rules. Except as disclosed in the Registration Statement, General Disclosure Package and Final Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect in all material respects the transactions and dispositions of assets of such entity. Except as described disclosed in the Registration Statement, General Disclosure PackagePackage and Final Prospectus, since the Company’s inceptiondate of the most recent evaluation of the Internal Controls, there has have been (1) no material weakness significant changes in the Company’s Internal Controls or in other factors that could significantly affect the Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “internal control over financial reporting” Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Registration Statement, General Disclosure Package and Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, 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 or fraud involving management or other employees who have a significant role in Internal Controls (as defined in Rule 13a-15 under the Exchange Acteach, an “Internal Control Event”), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries Securities Laws, or any matter which, if determined adversely, would have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosurea Material Adverse Effect. The Company has taken all necessary actions to ensure that, upon and at all times after the effectiveness filing of the Initial Registration Statement, it the Company and its Subsidiaries and their respective officers and directors, in their capacities as such, will be in compliance in all material respects with all the applicable provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementXxxxx.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described differences and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the General Disclosure PackagePackage and the Final Offering Memorandum fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, since and within the Company’s inceptionnext 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, there has been a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (1) no material weakness in the Company’s each, an “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange ActInternal Control Event”), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any such matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have established “maintain a system of disclosure controls and procedures” (as defined procedures that complies in Rule 13a-15 under all material respects with the Exchange Act) that are designed Act and is sufficient to ensure provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules Rules and formsRegulations, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, management as appropriate, appropriate to allow timely decisions regarding required disclosure. The Company has taken all necessary actions to ensure that, upon and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 under the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementExchange Act.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and the Affiliated Entities and the Company’s Board of Directors (the “Board”) and Company’s officers are in compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”) including Section 402 related to loans and Sections 302 and 906 related to certifications and all applicable rules of the Nasdaq Global Select Market, to the extent applicable. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the Nasdaq Global Select Market and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) GAAP and to maintain accountability for assets; asset accountability, (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) 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, or upon consummation of the offering of the ADSs will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the Nasdaq Global Select Market. Except as described disclosed in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in compliance Internal Controls or fraud involving management or other employees who have a significant role in all material respects with all provisions Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criterial for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as regulations of the effective date Commission and the rules of the Registration StatementNasdaq Global Select Market.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company has established and each of its subsidiaries maintain a system of internal accounting maintains and evaluates “disclosure controls sufficient to provide reasonable assurances that and procedures” (A) transactions are executed as such term is defined in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”Rule 13a-15 and 15d-15 under the 0000 Xxx) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange 1934 Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s independent auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (A) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (B) all fraud, if any, whether or not remediatedmaterial, and (2) no change that involves management or other employees who have a role in the Company’s internal control over financial reporting that has materially affectedcontrols; all material weaknesses, or is reasonably likely to materially affectif any, the Company’s in internal control over financial reporting. The Company and its subsidiaries controls have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated been identified to the Company’s managementindependent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including its any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer officers (or officers their equivalents) and principal financial officer officers (or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness their equivalents) of the Registration StatementCompany have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, it will be and the statements contained in each such certification are complete and correct; the Company, the Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and all Rules the rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as regulations of the effective date of Commission and the Registration StatementNASDAQ promulgated thereunder.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Sarbanes Oxley”) and all applicable rules of The Nasdaq Stock Market (the “Exchange Rules”, and together with the Securities Act, the Exchange Act, and Sarbanes Oxley, the “Securities Laws”). The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with applicable Securities Laws and 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, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances assurance that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles (“US U.S. GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; , and (ED) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described , and the interactive data in eXtensible Business Reporting Language (the “XBRL”) incorporated by reference in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or Registration Statement is reasonably likely to materially affect, the Company’s internal control over financial reportingaccurate. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that Internal Controls are designed to ensure that information required to be disclosed overseen by the Company Audit Committee of the Board (the “Audit Committee”) in the reports that it files or submits under the accordance with Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureRules. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board, upon and within the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which next 90 days the Company is required does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with as of with, the effective date of the Registration StatementSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”), that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; , (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles the generally accepted accounting principles in the United States (“US GAAP”) applied on a consistent basis and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, except as described set forth in or incorporated by reference in the General Disclosure Package, since Package and the Company’s inception, there has been (1) no material weakness Final Prospectus in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 fifth sentence of the first paragraph under the Exchange Act)heading “Risk Factors–Risks Related to this Offering and Ownership of Our Common Stock–Any material weaknesses in our internal controls may impede our ability to produce timely and accurate financial statements, whether which could cause us to fail to file our periodic reports timely, result in inaccurate financial reporting or not remediatedrestatements of our financial statements, subject our stock to delisting and materially harm our business, results of operations, financial condition and stock price”, and (2) no 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 the Company’s internal control over financial reporting that has materially affectedInternal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries Securities Laws, or any matter relating to Internal Controls, which matter, if determined adversely, would have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company's Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s 's general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s 's general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described differences and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the General Disclosure PackagePackage and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission's rules and guidelines applicable thereto. The Internal Controls are, since or upon consummation of the Company’s inceptionoffering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as set forth in the General Disclosure Package or has already been publicly disclosed, the Company has not reported to the Audit Committee or the Board, and neither the Company nor the Audit Committee has (i) reason to believe there has been (1) no exists a material weakness in relating to Internal Controls or (ii) concluded there exists a significant deficiency relating to Internal Controls or fraud relating to Internal Controls involving one or more of the Company’s “internal control over financial reporting” named executive officers (as defined in Rule 13a-15 under Item 402(a)(3) of Regulation S-K of the Exchange Act), whether or not remediated, Rules and (2Regulations) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that who are designed to ensure that information required to be disclosed both identified by the Company in its Proxy Statement filed with the reports that it files or submits under the Exchange Act is recordedCommission on March 31, processed, summarized 2011 and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which still employed by the Company is required to comply with as of the effective date of the Registration Statementhereof that would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its Significant Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules presently in effect and which the Company, its Significant Subsidiaries and the Board are required to comply with as of the effectiveness of the Registration Statement and are taking steps to ensure that they will be in compliance with all other provisions of Xxxxxxxx-Xxxxx and the Exchange Rules which will become applicable to them at all times after the effectiveness of the Registration Statement. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) 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, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the General Disclosure Package, since the Company’s inceptionCompany has not publicly disclosed or reported to the Audit Committee or the Board, there has been (1) no a significant deficiency, material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act)weakness, whether or not remediated, and (2) no change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “would require disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits on Form 20-F under the Exchange Act is recordedor fraud involving management or other employees who have a significant role in Internal Controls (each, processedan “Internal Control Event”), summarized and reportedany violation of, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required failure to comply with as of with, the effective date of the Registration StatementSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its subsidiaries and the Company’s Board of Directors are in compliance with all applicable provisions of Xxxxxxxx-Xxxxx and the Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that complies with the applicable Securities Laws and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with the General Disclosure Package, since Exchange Rules. Since the end of the Company’s inceptionmost recent audited fiscal year, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under Since the Exchange Act) that are designed to ensure that information required to be disclosed by date of the most recent balance sheet of the Company in the reports that it files reviewed or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to audited by the Company’s managementaccountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there have been no significant changes in internal controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including its principal executive officer or officers any corrective actions with regard to significant deficiencies and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementweaknesses.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company and its subsidiaries are in compliance, in all material respects, with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal accounting controls that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles United States generally accepted accounting principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in Furthermore, the General Disclosure Package, since the Company’s inception, there Company has been (1) no material weakness in the Company’s established and maintains “internal control over financial reportingdisclosure controls and procedures” (as defined in Rule 13a-15 Rules 13a-15(e) and 15d-15(e) under the Exchange Act), whether or not remediated, and (2) no change in ; the Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Exchange Act, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. Except as disclosed in the General Disclosure Package or the Final Prospectus, neither the Company nor any of its subsidiaries is aware of any (i) material weakness in its internal control over financial reporting or (ii) change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable Xxxxxxxx-Xxxxx and Exchange Rules presently in effect and with which the Company, its subsidiaries and the Board are required to comply as of the effectiveness of the Registration Statement. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles International Financial Reporting Standards (“US GAAPIFRS”) as issued by the International Accounting Standards Board (“IASB”), and the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the General Disclosure PackageAudit Committee or the Board, since and within the Company’s inceptionnext 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, there has been a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (1) no material weakness in each, an “Internal Control Event”), any violation of, or failure to comply with, the Company’s Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. The Internal Controls maintained by the Company are “disclosure controls and procedures” and “internal control over financial reporting” (as defined within the meaning of such terms under National Instrument 52-109 — Certification of Disclosure in Rule 13a-15 under Issuers’ Annual and Interim Filings and are in compliance with the Exchange Act), whether or not remediated, and (2) no change in certification requirements thereof with respect to the Company’s internal control over annual and interim filings with the Canadian Commissions. (dd) Independent Auditors. PricewaterhouseCoopers Ltda., Montevideo, Uruguay, a member firm of PricewaterhouseCoopers (“PricewaterhouseCoopers”), who have audited the consolidated financial reporting that has materially affected, or is reasonably likely statements of the Company included in the General Disclosure Package and Canadian Prospectuses are an independent registered public accounting firm with respect to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls within the applicable rules and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed regulations adopted by the Commission and the Public Company in Accounting Oversight Board and as required by the reports that it files or submits under the Exchange Securities Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness meaning of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementCanadian Securities Laws.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. [Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company,] the Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) the generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; , and (ED) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described disclosed in the General Disclosure PackagePackage and the Final Prospectus, since the Company’s inception, there has been (1) no internal control over financial reporting is effective and the Company is not aware of any material weakness weaknesses in the Company’s “its internal control over financial reporting” (as defined in Rule 13a-15 under . Since the Exchange Act)end of the Company’s most recent audited fiscal year, whether or not remediated, and (2) there has been no adverse change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries reporting or fraud, whether or not material, involving management or other employees who have established “disclosure controls and procedures” (as defined a role in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal control over financial officer or officers, as appropriate, to allow timely decisions regarding disclosurereporting. The Company has taken all necessary actions to ensure that, upon the effectiveness Each of the Registration Statement, it will be in compliance in all material respects with all provisions of Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementapplicable Exchange Rules.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles the generally accepted accounting principles in the United States (“US GAAP”) applied on a consistent basis and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described differences and (v) the interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in any Registration Statement, any Statutory Prospectus and the General Disclosure PackagePackage fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto . The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, since and currently does not reasonably expect to publicly disclose or report to the Company’s inceptionAudit Committee or the Board, there has been (1) no within the next 90 days, a “material weakness in the Company’s “internal control over financial reportingweakness” (as defined in Rule 13a-15 under the Exchange ActPublic Company Accounting Oversight Board (United States) Standard No. 2), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affectedInternal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries Securities Laws, or any matter which, if determined adversely, would have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and Consolidated Affiliated Entities and the Company’s board of directors are and have been in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and all applicable rules of Nasdaq and London Stock Exchange (the “LSE”). Except as disclosed in the Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls over accounting controls matters sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; asset accountability, (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure PackageProspectus, since the end of the Company’s inceptionmost recent audited fiscal year, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) 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. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of Nasdaq. The Company and its subsidiaries have established Subsidiaries and the Consolidated Affiliated Entities maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15 under 13a-15(e) of the Exchange Act) that are complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, management as appropriate, appropriate to allow timely decisions regarding required disclosure. The Company has and its Subsidiaries and the Consolidated Affiliated Entities, taken all necessary actions to ensure thatas a whole, upon have carried out evaluations of the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx their disclosure controls and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is procedures as required to comply with as by Rule 13a-15 of the effective date of the Registration StatementExchange Act.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”) will be in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and all applicable rules of the Nasdaq Global Market upon the completion of the offering of the Shares. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission, the rules of the Nasdaq Global Market and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assetsasset accountability; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) 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, or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the Nasdaq Global Market. Except as described disclosed in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the 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 135 days, a significant deficiency, material weakness, change in compliance in all material respects with all provisions Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as regulations of the effective date Commission and the rules of the Registration StatementNasdaq Global Market.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Prospectus, the Company, its subsidiaries and the Board are in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and all applicable rules of the Exchange. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the rules and regulations of the Commission, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board (“PCAOB”) and the Exchange Rules (collectively, the “Securities Laws”) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the General Disclosure Package, since Audit Committee or the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediatedBoard, and (2) no within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, material weakness, change in the Company’s internal control over financial reporting Internal Controls (that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The Company and its subsidiaries Internal Controls), or fraud involving management or other employees who have established a significant role in Internal Controls (each, an “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files Internal Control Event”), any violation of, or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required failure to comply with as of with, the effective date of the Registration StatementSecurities Laws, or any other matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, the Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries the Controlled Entities maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) the generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) material information relating to the Company and the Controlled Entities is made known to the Company’s chief executive officer and chief financial officer by others within those entities and (vi) each of the Company and the Controlled Entities has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions of such entity and provide a sufficient basis for the preparation of financial statements in conformity with the generally accepted accounting policies in the United States. The Internal Controls, upon consummation of the offering of the Offered Shares, will be overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the Company’s inceptionlatest audited consolidated financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries reporting or fraud, whether or not material, involving management or other employees who have established “disclosure controls and procedures” (as defined a significant role in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal control over financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementreporting.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its subsidiaries and its directors (in their capacities as such) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described , (v) the Company has adopted and applies corporate governance guidelines and (vi) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, a Statutory Prospectus and the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness Package is prepared in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in accordance with the Commission’s rules and forms, and is accumulated and communicated to guidelines applicable thereto. The Internal Controls are overseen by the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureAudit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board, upon and the effectiveness 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 Registration StatementCompany, it will be or fraud involving management or other employees who have a significant role in compliance Internal Controls (each, an “Internal Control Event”), other than those which would not, individually or in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementaggregate, have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its subsidiaries and its directors (in their capacities as such) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) GAAP and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described , (v) the Company has adopted and applies corporate governance guidelines and (vi) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness Company SEC Documents is prepared in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in accordance with the Commission’s rules and forms, and is accumulated and communicated to guidelines applicable thereto. The Internal Controls are overseen by the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureAudit Committee (the “Audit Committee”) of the Board of Directors in accordance with Exchange Rules. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board of Directors, upon and the effectiveness Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors within the next 90 days, a significant deficiency, material weakness or change in Internal Controls of the Registration StatementCompany, it will be or fraud involving management or other employees who have a significant role in compliance Internal Controls (each, an “Internal Control Event”), other than those which would not, individually or in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementaggregate, have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and the Board of Directors are in compliance with the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder (“Xxxxxxxx-Xxxxx”) and the rules and regulations of the Nasdaq. Except as disclosed in Section 3.25 of the Disclosure Schedule, the Company and each of its subsidiaries Subsidiaries maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Act, the Exchange Act, Xxxxxxxx-Xxxxx, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and the rules and regulations of the Nasdaq and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) GAAP and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that Internal Controls are designed to ensure that information required to be disclosed overseen by the Company Audit Committee of the Board of Directors (the “Audit Committee”) in accordance with the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to regulations of the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureNasdaq. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board of Directors, upon and within the effectiveness next 135 days the Company or any Subsidiary does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a material adverse effect on the Condition of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder Company or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementany Subsidiary.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of its subsidiaries maintain maintains a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) the generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described Since the date of the latest audited financial statements included in the General Disclosure Package, since the Company’s inceptionFinal Prospectus, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all Rules rules and Regulations regulations promulgated thereunder or implementing the provisions thereof that are then in effect and with which the Company is required to comply with as of the effective date effectiveness of the Registration Statement, and rectify any material weakness identified in its internal control over financial reporting in all material respects as soon as practicable. The Company will, within a reasonable time after the effectiveness of the Registration Statement, establish and maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act. Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting controls matters and financial reporting and an internal audit function (collectively, “Internal Controls”) sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; asset accountability, (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) 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, or upon consummation of the offering of the Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the NASDAQ Global Market. Except as described disclosed in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in compliance Internal Controls or fraud involving management or other employees who have a significant role in all material respects with all provisions Internal Controls (each, an “Internal Control Event”), any violation of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as applicable rules of the effective date NASDAQ Global Market which would have a Material Adverse Effect. Each of the Registration StatementCompany’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of NASDAQ Global Market.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company has established and each of its subsidiaries maintain a system of internal accounting maintains disclosure controls sufficient to provide reasonable assurances and procedures (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) that (A) transactions are executed designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, particularly during the periods in accordance which the filings made by the Company with management’s general the Commission which it may make under Section 13(a), 13(c) or specific authorization; 15(d) of the Exchange Act are being prepared, (B) transactions have been evaluated for effectiveness as of the Company’s most recent fiscal quarter and (C) are recorded effective to perform the functions for which they were established. The Company has established and maintains internal control over financial reporting (as necessary to permit such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) that (a) provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only external purposes in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; generally accepted accounting principles and (Eb) have been evaluated by the recorded accountability management of the Company (including the Company’s Chief Executive Officer and Chief Financial Officer) for assets effectiveness as of the end of the Company’s most recent fiscal year. The management of the Company (including the Company’s Chief Executive Officer and Chief Financial Officer) has evaluated any change that has materially affected, or is compared reasonably likely to affect, the Company’s internal control over financial reporting as of the end of the Company’s most recent fiscal quarter. In addition, not later than the date of the filing with the existing assets at reasonable intervals Commission of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, each of the accountants and appropriate action is taken with respect the audit committee of the board of directors of the Company have been advised of (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any differencesfraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal control over financial reporting. Except as described in the General Disclosure PackagePackage and the Final Prospectus, since the end of the Company’s inceptionmost recent audited fiscal year, there has been (1I) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2II) 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 reporting (except changes in connection with the merger of the Company and its subsidiaries have established AmSouth Bancorporation (“disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementAmSouth”)).

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors are in compliance with Xxxxxxxx-Xxxxx and all applicable rules of the New York Stock Exchange. The Company and each of its subsidiaries maintain a system systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the 1934 Act) that comply with the requirements of the 1934 Act and 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 U.S. Generally Accepted Accounting Principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances assurance that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the 1934 Act, except as described disclosed in the General Disclosure Package, since the Company’s inception, there has been (1) are no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change weaknesses in the Company’s internal control controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that has materially affected, which have adversely affected or is are reasonably likely to materially affectadversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the Sarbanes­Oxley Act of 2002, as amended, and all applicable rules of the NYSE. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) 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. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the date of the filing of the Company’s most recent Annual Report on Form 10­K included in the General Disclosure Package, since the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (i) any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s inceptionability to record, there has been (1) no process, summarize and report financial data, any material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act)Internal Controls, whether or not remediated, and (2) no any material change in the Company’s internal control over financial reporting that has materially affectedInternal Controls or any fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”) or (ii) any material violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company 1933 Act, the 1933 Act Regulations, the 1934 Act and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementRegulations.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”), upon the effectiveness of the Registration Statement, are and, upon the completion of the offering of the Shares, will be, in compliance with the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) and all applicable rules of the NYSE. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission, the rules of the NYSE and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assetsasset accountability; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) 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, or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the NYSE. Except as described in the General Disclosure PackageTime of Sale Prospectus, since the end of the Company’s inceptionmost recent audited fiscal year, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (Except as defined disclosed in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by Time of Sale Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, a significant deficiency, material weakness, change in the reports that it files Internal Controls (each, an “Internal Control Event”), any violation of, or submits under the Exchange Act is recordedfailure to comply with, processedsuch laws and regulations, summarized and reportedor any matter which, within the time periods specified in the Commission’s rules and formsif determined adversely, and is accumulated and communicated to would have a Material Adverse Effect. Each of the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon independent directors meets the effectiveness of criteria for “independence” under the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx Act, the rules and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as regulations of the effective date Commission and the rules of the Registration StatementNYSE.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the Xxxxxxxx-Xxxxx Act of 2002, as amended, and all applicable rules of the NYSE. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) 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. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the date of the filing of the Company’s most recent Annual Report on Form 10-K included in the General Disclosure Package, since the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (i) any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s inceptionability to record, there has been (1) no process, summarize and report financial data, any material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act)Internal Controls, whether or not remediated, and (2) no any material change in the Company’s internal control over financial reporting that has materially affectedInternal Controls or any fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”) or (ii) any material violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company 1933 Act, the 1933 Act Regulations, the 1934 Act and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementRegulations.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, 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 (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) 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 over financial reporting are effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as described disclosed in the General Disclosure PackagePackage and the Final Prospectus, since the Company’s inceptionDecember 31, 2008, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingInternal Controls. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and its subsidiaries 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 or fraud involving management or other employees who have established a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information required relating to be disclosed by the Company in the reports that it files or submits under the Exchange Act and its subsidiaries is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated made known to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx by others within those entities and all Rules that such disclosure controls and Regulations promulgated thereunder or implementing the provisions thereof that procedures are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementeffective.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure PackageProspectus, since in the Company’s inceptionpast three years, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and all Rules rules and Regulations regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementStatement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth below and 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 Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains effective internal controls over financial reporting and effective disclosure controls and procedures, each of its subsidiaries maintain a system of internal accounting controls as defined in Rule 13a-15 under the Exchange Act (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances that (Ai) records are maintained that accurately and fairly reflect in reasonable detail the transactions are executed in accordance with management’s general or specific authorization; and the dispositions of the assets of the Company, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with U.S. Generally Accepted Accounting Principles generally accepted accounting principles, (“US GAAP”iii) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and to maintain accountability the Final Prospectus fairly presents the information called for assets; in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto, (Civ) receipts and expenditures of the Company are being made only in accordance with managementauthorizations of management and directors of the Company, and (v) unauthorized acquisition, use or disposition of the Company’s general assets that could have a material effect on the financial statements are prevented or specific authorization; timely detected. The Internal Controls are overseen by the Audit Committee (Dthe “Audit Committee”) access to assets is permitted only of the Board in accordance with managementExchange Rules. Since the date of the Company’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described latest audited financial statements included in the General Disclosure Package, since Package and the Company’s inceptionProspectus, there has have been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change changes in the Company’s internal control controls over financial reporting that has occurred during the Company’s most recent fiscal quarter that have materially affected, or is are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under has not publicly disclosed or reported to the Exchange Act) that are designed to ensure that information required to be disclosed by Audit Committee or the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and formsBoard, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date hereof, it has no knowledge of (and as of the Registration Statementdate hereof does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 60 days), a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or other matter, any of which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Except as set forth in the General Disclosure Package and the Final Prospectus, the Company, the Subsidiaries, the Consolidated Affiliated Entities and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx, to the extent applicable, and all applicable Exchange Rules. Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US U.S. GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; , and (ED) 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, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described set forth in the General Disclosure PackagePackage and the Final Prospectus, since the Company’s inceptionCompany has not publicly disclosed or reported to the Audit Committee or the Board, there has been 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 or fraud involving management or other employees who have a significant role in Internal Controls (1) no material weakness in the Company’s each, an “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange ActInternal Control Event”), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries Securities Laws, or any matter which, if determined adversely, would have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that that: (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) 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 (“US U.S. GAAP”) applied on a consistent basis and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) 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) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the General Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the Registration Statement, the General Disclosure Package, since Package and the Company’s inceptionFinal Prospectus, there has been (1) are no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change weaknesses 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 controls over financial reporting. The Company Company’s auditors and its subsidiaries the Audit Committee have established “disclosure controls been advised of: (i) all significant deficiencies and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company material weaknesses in the reports that it files design or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to operation of the Company’s managementsystem of internal controls over financial reporting that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, including its principal executive officer process, summarize and report financial information; and (ii) any fraud, whether or officers and principal not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementreporting.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as disclosed in the Registration Statement, the General Disclosure Package and the final prospectus, the Company, the Controlled Entities and the Board are in compliance with the provisions of Xxxxxxxx-Xxxxx and all Exchange Rules that are applicable to them as of the date of this Agreement. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and , (ED) 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 (E) the Company has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets. The Internal Controls are, or upon consummation of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board. The Company’s internal controls over financial reporting and disclosure controls (as such terms are defined in Rule 13a-15(f) and Rule 13a-15(e) of the Exchange Act, respectively) comply with the requirements of the Exchange Act. Except as described disclosed in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx the General Disclosure Package and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which Final Prospectus, the Company is required has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with as of with, the effective date of the Registration StatementSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, the Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries the Subsidiaries maintain a system of internal controls, including, but not limited to, disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act, 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 (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) the generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) material information relating to the Company and the Subsidiaries is made known to the Company’s chief executive officer and chief financial officer by others within those entities, (vi) each of the Company and the Subsidiaries has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions of such entity and provide a sufficient basis for the preparation of financial statements in conformity with the generally accepted accounting policies in the United States and (vii) the directors of the Company are able to make a proper assessment of the financial position and prospects of the Company and the Subsidiaries, and such internal accounting and financial reporting controls are effective to perform the functions for which they were established, are documented properly and the implementation of such internal accounting and financial reporting controls are monitored by the responsible persons. The Internal Controls, upon consummation of the offering of the Offered Shares, will be overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the Company’s inceptionlatest audited consolidated financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries reporting or fraud, whether or not material, involving management or other employees who have established “disclosure controls and procedures” (as defined a role in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal control over financial officer or officers, as appropriate, to allow timely decisions regarding disclosurereporting. The Company has taken all necessary actions to ensure that, upon the effectiveness Each of the Registration Statement, it will be in compliance in all material respects with all provisions of Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementapplicable Exchange Rules.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”), that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; , (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles the generally accepted accounting principles in the United States (“US GAAP”) applied on a consistent basis and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, except as described set forth in the General Disclosure Package, since Package and the Company’s inception, there has been (1) no material weakness Final Prospectus in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 fifth sentence of the first paragraph under the Exchange Act)heading “Risk Factors–Risks Related to this Offering and Ownership of Our Common Stock–Any material weaknesses in our internal controls may impede our ability to produce timely and accurate financial statements, whether which could cause us to fail to file our periodic reports timely, result in inaccurate financial reporting or not remediatedrestatements of our financial statements, subject our stock to delisting and materially harm our business, results of operations, financial condition and stock price”, and (2) no 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 the Company’s internal control over financial reporting that has materially affectedInternal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries Securities Laws, or any matter relating to Internal Controls, which matter, if determined adversely, would have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with all applicable Exchange Rules and all provisions of Xxxxxxxx-Xxxxx that are effective and applicable to the Company, its subsidiaries and the Board. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the requirements of the Securities Laws and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and , (ED) 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 (E) the Company has adopted and applies corporate governance guidelines. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the General Disclosure PackagePackage and the Final Prospectus, since the date of the Company’s inceptionmost recently audited fiscal year, there has been not been, and within the next 180 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee of the Board, a significant deficiency, material weakness, adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (1) no material weakness in the Company’s each, an “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange ActInternal Control Event”), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s Securities Laws, or any other matter involving internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statementif determined adversely, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementwould have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”) and all applicable rules of the New York Stock Exchange. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission, the rules of the New York Stock Exchange and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations (Bii) transactions are recorded as necessary to permit preparation preparations of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles in the United States (“US U.S. GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) 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, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the New York Stock Exchange. Except as described in the General Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus, since the end of the Company’s inceptionmost recent audited fiscal year, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” Internal Controls (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (Except as defined disclosed in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be the Time of Sale Prospectus and the Prospectus, 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 compliance Internal Controls or fraud involving management or other employees who have a significant role in all material respects with all provisions Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act and all Rules the rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as regulations of the effective date of the Registration StatementCommission.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, the directors and officers of the Company, the Controlled Entities and the Board are in compliance with the provisions of Xxxxxxxx-Xxxxx and all Exchange Rules that are applicable to them as of the date of this Agreement. The Company and each of its subsidiaries the Controlled Entities maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances assurances, regarding the reliability of financial reporting, that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The Internal Controls will be, upon consummation of the offering of the Offered Securities, overseen by an Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company’s internal controls over financial reporting and disclosure controls (as described such terms are defined in Rule 13a-15(f) and Rule 13a-15(e), respectively) comply with the requirements of the Exchange Act and the Company’s internal control over financial reporting is effective. Since the end of the Company’s latest audited consolidated financial statements included in the General Disclosure Package, since the Company’s inception, there has been (1i) no significant deficiency or material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and ) ,(2ii) no change in the Company’s internal control over financial reporting reporting, (iii) no fraud involving management or other employees who have a significant role in Internal Controls and (iv) any violation of, or failure to comply with, the Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (each, an “Internal Control Event”). The Company Each of the Company’s independent directors meets the criteria for “independence” under the rules and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 regulations under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under , the Exchange Act is recordedRules and, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated with respect to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness independent directors who are members of the Registration StatementAudit Committee, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementSarbanes Oxley.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) 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 (“US U.S. GAAP”) applied on a consistent basis and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) 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) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the General Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the Registration Statement, the General Disclosure Package, since Package and the Company’s inceptionFinal Prospectus, there has been (1) are no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change weaknesses 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 controls over financial reporting. The Company Company’s auditors and its subsidiaries the Audit Committee have established “disclosure controls been advised of: (i) all significant deficiencies and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company material weaknesses in the reports that it files design or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to operation of the Company’s managementsystem of internal controls over financial reporting that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, including its principal executive officer process, summarize and report financial information; and (ii) any fraud, whether or officers and principal not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementreporting.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, the Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all rules and regulations promulgated thereunder or implementing provisions thereof and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), 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 (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) GAAP and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) 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, or upon consummation of the offering of the Offered Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be the General Disclosure Package and the Final Prospectus under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in compliance Internal Controls or fraud involving management or other employees who have a significant role in all material respects with all provisions Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementapplicable Exchange Rules.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure PackageProspectus, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established maintain “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and all Rules rules and Regulations regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementStatement and the date of the Prospectus Supplement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of Company, its subsidiaries maintain and its variable interest entities and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable rules of the Nasdaq Global Market. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, 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, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission, the rules of the Nasdaq Global Market and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) 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 (“US U.S. GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) 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, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the Nasdaq Global Market. Except as described disclosed in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in compliance Internal Controls or fraud involving management or other employees who have a significant role in all material respects with all provisions Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act and all Rules the rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as regulations of the effective date of the Registration StatementCommission.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, 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 (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the General Disclosure Package, since filing of the Company’s inceptionannual report on Form 10-K for the year ended September 30, there 2011, the Company has been not publicly disclosed or reported to the Audit Committee or the Board, 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, material change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (1) no material weakness in the Company’s each, an “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange ActInternal Control Event”), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reportingSecurities Laws, or any such matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have established “maintain a system of disclosure controls and procedures” (as defined in Rule 13a-15 under procedures that complies with the Exchange Act) that are designed Act and is sufficient to ensure provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules Rules and formsRegulations, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, management as appropriate, appropriate to allow timely decisions regarding required disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company and its subsidiaries are in compliance, in all material respects, with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal accounting controls that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles United States generally accepted accounting principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in Furthermore, the General Disclosure Package, since the Company’s inception, there Company has been (1) no material weakness in the Company’s established and maintains “internal control over financial reportingdisclosure controls and procedures” (as defined in Rule 13a-15 Rules 13a-14(c) and 15d-14(c) under the Exchange Act), whether or not remediated, and (2) no change in ; the Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Exchange Act, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. Except as disclosed in the General Disclosure Package or the Final Prospectus, neither the Company nor any of its subsidiaries is aware of any (i) material weakness in its internal control over financial reporting or (ii) change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors are in compliance with Xxxxxxxx-Xxxxx and all applicable rules of the New York Stock Exchange. The Company and each of its subsidiaries maintain a system systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the 0000 Xxx) that comply with the requirements of the 1934 Act and 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 U.S. Generally Accepted Accounting Principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances assurance that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the 1934 Act, except as described disclosed in the General Disclosure Package, since the Company’s inception, there has been (1) are no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change weaknesses in the Company’s internal control controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that has materially affected, which have adversely affected or is are reasonably likely to materially affectadversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Xxxxxxxx-Xxxxx, the Act, the Exchange Act, the Rules and Regulations and the Exchange Rules and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) accounting principles generally accepted in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) 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) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described set forth in the General Disclosure PackagePackage or disclosed to the Representatives, since December 31, 2018, the Company’s inception, there Company has been (1) no material weakness in not publicly disclosed or reported to the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under Audit Committee or the Exchange Act), whether or not remediatedBoard, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (2A) no a significant deficiency, (B) a material weakness, (C) a change in the Company’s internal control over financial reporting Internal Controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries Internal Controls, (D) fraud involving management or other employees who have established “disclosure controls and procedures” a significant role in Internal Controls, (as defined in Rule 13a-15 under E) any violation of, or failure to comply with, the Exchange ActSecurities Laws, or (F) that are designed to ensure that information required to be disclosed by the Company any other matter involving Internal Controls, except, in the reports that it files or submits under the Exchange Act is recorded, processed, summarized case of (A) and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers(F), as appropriate, would not reasonably be expected to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementhave a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Sarbanes Oxley”) and all applicable rules of The Nasdaq Stock Market (the “Exchange Rules,” and together with the Securities Act, the Exchange Act, and Sarbanes Oxley, the “Securities Laws”). The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with applicable Securities Laws and 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, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances assurance that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles (“US U.S. GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described , and the interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure PackageSEC Filings is accurate. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, since 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, adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Since the date of the most recent evaluation of the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined procedures and internal controls, there have been no significant changes in Rule 13a-15 under the Exchange Act) internal controls or in other factors that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s managementcould significantly affect internal controls, including its any corrective actions with regards to significant deficiencies and material weaknesses. The principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration StatementCompany have made all certifications required by Sarbanes Oxley and any related rules and regulations promulgated by the SEC, it will be and the statements contained in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx each such certification are complete and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementcorrect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and the Board of Directors are in compliance with the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder (“Xxxxxxxx-Xxxxx”) and the rules and regulations of the Nasdaq Stock Market. Except as disclosed in Section 3.25 of the Company Disclosure Schedule, the Company and each of its subsidiaries Subsidiaries maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Act, the Exchange Act, Xxxxxxxx-Xxxxx, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and the rules and regulations of the Nasdaq Stock Market and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) GAAP and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that Internal Controls are designed to ensure that information required to be disclosed overseen by the Company Audit Committee of the Board of Directors (the “Audit Committee”) in accordance with the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to regulations of the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureNasdaq Stock Market. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board of Directors, upon and within the effectiveness next 135 days the Company or any Subsidiary does not reasonably expect to publicly disclose or report to the Audit Committee or the Board of Directors, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a material adverse effect on the Condition of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder Company or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementany Subsidiary.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each its subsidiaries and their respective Boards of Directors are in compliance with Sarbanes — Oxley and the Exchange Rules as applicable to them and have taken all necessary actions to ensure that they will be in compliance with all applicable provisions of Xxxxxxxx-Xxxxx with which the Company and its subsidiaries are required to comply as of the initial filing or effectiveness, as the case may be, of the Registration Statement and are actively taking steps to ensure that they will be in compliance with other provisions of Xxxxxxxx-Xxxxx not currently in effect, upon the effectiveness of such provisions, or which will become applicable to them at all times after the effectiveness of the Registration Statement. The Company and its subsidiaries maintain a system systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and 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, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) 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 (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in The Company and its subsidiaries have disclosed or reported to the General Disclosure Package, since Audit Committee or the Board and the Company’s inceptionauditors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness or significant deficiency in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated), including any corrective actions with regard to significant deficiencies and material weaknesses and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s Internal Control over financial reporting is effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as described disclosed in the General Disclosure PackagePackage and the Final Prospectus, since the Company’s inceptionDecember 31, 2010, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control Internal Control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control Internal Control over financial reporting. The Company and its subsidiaries have established maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information required relating to be disclosed by the Company in the reports that it files or submits under the Exchange Act and its subsidiaries is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated made known to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx by others within those entities; and all Rules such disclosure controls and Regulations promulgated thereunder or implementing the provisions thereof that procedures are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementeffective.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) 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 (“US U.S. GAAP”) applied on a consistent basis and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) 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) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the General Disclosure Package fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The 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. Except as described disclosed in the Registration Statement, the General Disclosure Package, since Package and the Company’s inceptionProspectus, there has been (1) are no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change weaknesses in the Company’s internal control controls. The Company’s auditors and the Audit Committee have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of the Company’s system of internal controls over financial reporting that has materially affected, have adversely affected or is are reasonably likely to materially affectadversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) 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, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described set forth in the General Disclosure PackagePackage or has already been publicly disclosed, since the Company’s inceptionCompany has not reported to the Audit Committee or the Board, and neither the Company nor the Audit Committee has (i) reason to believe there has been (1) no exists a material weakness in relating to Internal Controls or (ii) concluded there exists a significant deficiency relating to Internal Controls or fraud relating to Internal Controls involving one or more of the Company’s “internal control over financial reporting” named executive officers (as defined in Rule 13a-15 under Item 402(a)(3) of Regulation S-K of the Exchange Act), whether or not remediated, Rules and (2Regulations) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that who are designed to ensure that information required to be disclosed both identified by the Company in its Proxy Statement filed with the reports that it files or submits under the Exchange Act is recordedCommission on April 4, processed, summarized 2007 and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which still employed by the Company is required to comply with as of the effective date of the Registration Statementhereof that would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Sarbanes Oxley”) and all applicable rules of The NASDAQ Stock Market (the “Exchange Rules”, and together with the Securities Act, the Exchange Act, and Sarbanes Oxley, the “Securities Laws”). The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with applicable Securities Laws and 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, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances assurance that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles (“US U.S. GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; , and (ED) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described , and the interactive data in eXtensible Business Reporting Language (the “XBRL”) incorporated by reference in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or Registration Statement is reasonably likely to materially affect, the Company’s internal control over financial reportingaccurate. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that Internal Controls are designed to ensure that information required to be disclosed overseen by the Company Audit Committee of the Board (the “Audit Committee”) in the reports that it files or submits under the accordance with Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureRules. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board, upon and within the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which next 90 days the Company is required does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with as of with, the effective date of the Registration StatementSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, the Controlled Entities and the Board are in compliance with the provisions of Xxxxxxxx-Xxxxx and all Exchange Rules that are applicable to them as of the date of this Agreement. The Company and each of its subsidiaries the Controlled Entities maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances assurances, regarding the reliability of financial reporting, that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The Internal Controls will be, upon consummation of the offering of the Offered Securities, overseen by an Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company’s internal controls over financial reporting and disclosure controls (as described such terms are defined in Rule 13a-15(f) and Rule 13a-15(e), respectively) comply with the requirements of the Exchange Act and the Company’s internal control over financial reporting is effective. Since the end of the Company’s latest audited consolidated financial statements included in the General Disclosure Package, since the Company’s inception, there has been (1i) no significant deficiency or material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and ) ,(2ii) no change in the Company’s internal control over financial reporting reporting, (iii) no fraud involving management or other employees who have a significant role in Internal Controls and (iv) no violation of, or failure to comply with, the Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (each, an “Internal Control Event”). The Company Each of the Company’s independent directors meets the criteria for “independence” under the rules and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 regulations under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under , the Exchange Act is recordedRules and, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated with respect to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness independent directors who are members of the Registration StatementAudit Committee, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementSarbanes Oxley.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. Except as disclosed in the Initial Registration Statement, the General Disclosure Package and the Final Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US U.S. GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; , and (ED) 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, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the Initial Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, since the Company’s inceptionCompany has not publicly disclosed or reported to the Board, there has been 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 or fraud involving management or other employees who have a significant role in Internal Controls (1) no material weakness in the Company’s each, an “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange ActInternal Control Event”), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries Securities Laws, or any matter which, if determined adversely, would have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles the generally accepted accounting principles in the United States (“US GAAP”) applied on a consistent basis and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described differences and (v) the interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in any Registration Statement, any Statutory Prospectus and the General Disclosure PackagePackage fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto .. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, since and currently does not reasonably expect to publicly disclose or report to the Company’s inceptionAudit Committee or the Board, there has been (1) no within the next 90 days, a “material weakness in the Company’s “internal control over financial reportingweakness” (as defined in Rule 13a-15 under the Exchange ActPublic Company Accounting Oversight Board (United States) Standard No. 2), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affectedInternal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries Securities Laws, or any matter which, if determined adversely, would have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and its directors (in their capacities as such) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) the Company has adopted and applies corporate governance guidelines and (vi) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, a Statutory Prospectus and the General Disclosure Package is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and 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 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 PackagePackage or which would not, since the Company’s inception, there has been (1) no material weakness individually or in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act)aggregate, whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company, the Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx Act and all applicable Rules and Regulations promulgated under the Exchange Act. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function, and legal and regulatory compliance controls (collectively, “Internal Controls”) which are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and , (ED) 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 (E) 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 Shares, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the Exchange Rules. Except as described disclosed in the General Disclosure PackagePackage and the Final Prospectus under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act and the Exchange Rules, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the Exchange Rules. Except as disclosed in the General Disclosure Package and the Final Prospectus, since the Company’s inceptiondate of the latest audited financial statements included in the General Disclosure Package and the Final Prospectus, there has been (1A) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, the Controlled Entities and the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles the international financial reporting standards (“US GAAPIFRS”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 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 in accordance with the Exchange Rules. Except as described disclosed in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, since the Company’s inceptionend of the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been (1A) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2B) no change in the Company’s internal control over financial reporting reporting, (C) no fraud involving management or other employees who have a significant role in Internal Controls and (D) any violation of, or failure to comply with, the Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingreporting (each, an “Internal Control Event”). The Company Each of the Company’s independent directors meets the criteria for “independence” under the rules and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 regulations under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under , the Exchange Act is recordedRules and, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated with respect to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness independent directors who are members of the Registration StatementAudit Committee, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementSarbanes Oxley.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with the applicable provisions of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of “internal controls over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures and internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) comply with the Securities Laws (to the extent applicable) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) 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, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described in disclosed to the General Disclosure PackageUnderwriters, since the Company’s inceptionCompany has not publicly disclosed or reported to the Audit Committee or the Board, there has been (1) no 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 in the Company’s “internal control over financial reportingweakness” (each as defined in Rule 13a-15 under 12b-2 of the Exchange Act), whether or not remediated, and (2) no adverse change in the Company’s internal control over financial reporting that has materially affectedInternal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), or is reasonably likely any violation of, or failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries Securities Laws, which, if determined adversely, would have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”) will be in compliance with all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) and all applicable rules of the NASDAQ upon the completion of the offering of the Shares. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries maintain (i) maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations including without limitation the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission, the rules of the NASDAQ, (ii) have carried out evaluations of the effectiveness of the disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act, (iii) and such Internal Controls are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assetsasset accountability; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) 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, or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the NASDAQ. Except as described disclosed in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, a significant deficiency, material weakness, change in compliance in all material respects with all provisions Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as regulations of the effective date Commission and the rules of the Registration StatementNASDAQ.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Sarbanes Oxley”) and all applicable rules of The NASDAQ Stock Market (the “Exchange Rules”, and together with the Securities Act, the Exchange Act, and Sarbanes Oxley, the “Securities Laws”). The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with applicable Securities Laws and 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, including, but not limited to, internal accounting controls sufficient to provide reasonable assurances assurance that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles (“US U.S. GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described , and the interactive data in eXtensible Business Reporting Language (the “XBRL”) incorporated by reference in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or Registration Statement is reasonably likely to materially affect, the Company’s internal control over financial reportingaccurate. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that Internal Controls are designed to ensure that information required to be disclosed overseen by the Company Audit Committee of the Board (the “Audit Committee”) in the reports that it files or submits under the accordance with Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureRules. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board, upon and within the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which next 90 days the Company is required does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with as of with, the effective date of the Registration StatementSecurities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in The Internal Controls are, or upon consummation of the General Disclosure Packageoffering of the Offered Securities will be, since overseen by the Board. Since the date of the filing of the Company’s inceptionAnnual Report on Form 10-K for the fiscal year ended December 31, there 2008, the Company has been not publicly disclosed or reported to the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Board, (1i) no any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act)Internal Controls, whether or not remediated, and (2) no any material change in the Company’s internal control over financial reporting that has materially affectedInternal Controls or any fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”) or (ii) any material violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementSecurities Laws.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. There is not currently and has not in the past been a failure on the part of the Company, the Guarantors or their respective Subsidiaries or, to the Company’s or the Guarantor’s knowledge, any of its respective directors or officers, in their capacities as such, to comply with any applicable provisions of Xxxxxxxx-Xxxxx and the rules and regulations promulgated in connection therewith, including Sections 302, 402 and 906, and the statements contained in any certification pursuant to Xxxxxxxx-Xxxxx and related rules and regulations are complete and correct. The Company and each of its subsidiaries maintain a system of internal accounting Guarantor has established and maintains disclosure controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts procedures and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the General Disclosure Package, since the Company’s inception, there has been (1) no material weakness in the Company’s “internal control over financial reporting” reporting as are currently required (as such terms are defined in Rule 13a-15 and 15d-15 under the Exchange Act), whether or not remediated, and (2) no change in ; the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, and the CompanyGuarantor’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” procedures (as defined in Rule 13a-15 under the Exchange ActA) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officer of the Company, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules Exchange Act and forms, the Rules and is accumulated Regulations; (B) have been evaluated for effectiveness; and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance (C) are effective in all material respects to perform the functions for which they were established. Except as discussed with all provisions the Company’s auditors and audit committee and as disclosed in each of Xxxxxxxx-Xxxxx the General Disclosure Package and all Rules and Regulations promulgated thereunder the Final Offering Circular, (A) there are no significant deficiencies or implementing material weaknesses in the provisions thereof design or operation of internal control over financial reporting that are then reasonably likely to adversely affect the Company’s or the Guarantor’s ability to record, process, summarize, and report financial data and (B) there is, and there has been, no fraud, whether or not material, that involves management or other employees who have a role in effect and which the Company is required to comply with as of Company’s or the effective Guarantor’s internal control over financial reporting. Since the date of the Registration Statementend of the last fiscal year for which audited financial statements are included or incorporated by reference in each of the General Disclosure Package and the Final Offering Circular, there have been no significant changes in internal control over financial reporting or in other factors that could significantly affect internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, solely to the extent that the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated by the Commission and the New York Stock Exchange thereunder (the “Xxxxxxxx-Xxxxx Act”) have been and are applicable to the Company, there is and has been no failure on the part of the Company to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act. The Company and each of its subsidiaries maintain maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) (“Internal Controls”) that (i) complies with the applicable requirements of the Exchange Act, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting controls principles, (iii) is sufficient to provide reasonable assurances assurance that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) the generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and , (ED) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the applicable requirements of the Exchange Act such disclosure controls and procedures have been designed to ensure that material information relating to the Company and the Controlled Entities is made known to the Company’s chief executive officer and chief financial officer by others within those entities. The Company’s internal control over financial reporting and disclosure controls and procedures are effective to perform the functions for which they were established, are documented properly and the implementation of such internal accounting and financial reporting controls are monitored by the responsible persons. The Internal Controls, upon consummation of the offering of the Offered Shares, will be overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described disclosed in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, since there are no material weaknesses or significant deficiencies in the Company’s inceptioninternal control over financial reporting and disclosure controls and procedures; since the date of the latest audited financial statements included in the Preliminary Prospectus and the Final Prospectus, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no adverse change in the Company’s internal control over financial reporting reporting. The Company and its auditors have not been advised of (i) any fraud, whether or not material, involving management or other employees who have a significant role in Internal Controls or (ii) any violation of, or failure to comply with, the Securities Laws, or any matter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company ; as used herein, “Securities Laws” means, collectively, the Xxxxxxxx-Xxxxx Act, the Act, the Exchange Act, the rules and its subsidiaries have established regulations of the Commission, the auditing principles, rules, standards and practices applicable to auditors of “disclosure controls and proceduresissuers” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations Act) promulgated thereunder or implementing approved by the provisions thereof that are then in effect and which Public Company Accounting Oversight Board and, as applicable, the Company is required to comply with as rules of the effective date of the Registration Statement.New York Stock Exchange;

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Except as disclosed in the General Disclosure Package, the Company and each of its subsidiaries maintain maintains a system of internal accounting controls sufficient control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only external purposes in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesgenerally accepted accounting principles. Except as described disclosed in the General Disclosure Package, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting. Except as disclosed in the General Disclosure Package, since the Company’s inceptiondate of the latest audited financial statements included in the General Disclosure Package, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) 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 Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have established “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information required relating to be disclosed by the Company in the reports that it files or submits under the Exchange Act and its subsidiaries is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated made known to the Company’s management, including its principal executive officer or officers and principal financial officer or officersby others within those entities; and, except as appropriatedisclosed in the General Disclosure Package, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx such disclosure controls and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that procedures are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementeffective.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, except as described set forth in the General Disclosure Package, since Package and the Company’s inception, there has been (1) no material weakness Final Prospectus in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 fourth and fifth sentences of the second paragraph under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely heading “Risk Factors—Risks Related to materially affectthis Offering, the Company’s Securities Markets and Ownership of our Common Shares—As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal control over financial reporting. The Company and its subsidiaries have established “disclosure We may not complete our analysis of our internal controls and procedures” (as defined over financial reporting in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required a timely manner, or these internal controls may not be determined to be disclosed by effective, which may adversely affect investor confidence in our company and, as a result, the value of our common shares”, and within the next 135 days the Company in the reports that it files does not reasonably expect to publicly disclose or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated report to the Company’s managementAudit Committee or the Board, including its principal executive officer a significant deficiency, material weakness, change in Internal Controls or officers and principal financial officer fraud involving management or officersother employees who have a significant role in Internal Controls, as appropriateany violation of, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required failure to comply with as of with, the effective date of the Registration StatementSecurities Laws, or any matter relating to Internal Controls, which matter, if determined adversely, would have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable provisions of Xxxxxxxx-Xxxxx and Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences , (v) unauthorized acquisitions, use or dispositions of the Company’s assets that could have a material effect on the consolidated financial statements are prevented or timely detected and (vi) the interactive data in eXtensible Business Reporting Language included as an exhibit to any document incorporated by reference into the Registration Statement is materially accurate in all respects. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described set forth in the General Disclosure Package, since the Company’s inceptionCompany has not publicly disclosed or reported to the Audit Committee or the Board, there has been 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 or fraud involving management or other employees who have a significant role in Internal Controls (1) no material weakness in the Company’s each, an “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange ActInternal Control Event”), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affectedany violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries Securities Laws, or any matter which, if determined adversely, would have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s Internal Control over financial reporting is effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as described disclosed in the General Disclosure PackagePackage and the Final Prospectus, since the Company’s inceptionDecember 31, 2008, there has been (1) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control Internal Control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control Internal Control over financial reporting. The Company and its subsidiaries have established maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act) that are comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information required relating to be disclosed by the Company in the reports that it files or submits under the Exchange Act and its subsidiaries is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated made known to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx by others within those entities; and all Rules such disclosure controls and Regulations promulgated thereunder or implementing the provisions thereof that procedures are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementeffective.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and Affiliated Entities and the Company’s Board of Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) to the extent applicable. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) which are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; asset accountability, (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) 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) information relating to the Company, its Subsidiaries and Affiliated Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Except as described disclosed in the General Disclosure PackageTime of Sale Prospectus and the Prospectus, since the Company’s inceptiondate of the latest audited financial statements included in the Time of Sale Prospectus and the Prospectus, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, ) and (2ii) no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company, its Subsidiaries and the Company’s Board of Directors (the “Board”) and Company’s officers, upon the effectiveness of the Registration Statement are and, upon the completion of the offering of the Shares, will be in compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended and all applicable rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”) and all applicable rules of NYSE. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) GAAP and to maintain accountability for assets; asset accountability, (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) 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, or upon consummation of the offering of the ADSs will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSE. Except as described in each of the General Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus, since the end of the Company’s inceptionmost recent audited fiscal year, there has been (1i) no material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated), and (2ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (Except as defined disclosed in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, a significant deficiency, material weakness, change in compliance Internal Controls or fraud involving management or other employees who have a significant role in all material respects with all provisions Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Each of the Company’s independent directors meets the criteria for “independence” under the Xxxxxxxx-Xxxxx Act, the rules and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as regulations of the effective date Commission and the rules of the Registration StatementNYSE.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company and its subsidiaries are in compliance, in all material respects, with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal accounting controls that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles United States generally accepted accounting principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in Furthermore, the General Disclosure Package, since the Company’s inception, there Company has been (1) no material weakness in the Company’s established and maintains “internal control over financial reportingdisclosure controls and procedures” (as defined in Rule 13a-15 Rules 13a-14(c) and 15d-14(c) under the Exchange Act), whether or not remediated, and (2) no change in ; the Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Exchange Act, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. Except as disclosed in the General Disclosure Package or the Final Prospectus, neither the Company nor any of its subsidiaries is aware of (i) any material weakness in its internal control over financial reporting or (ii) change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its Subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”), that comply with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; , (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles the generally accepted accounting principles in the United States (“US GAAP”) applied on a consistent basis and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, except as described set forth in the General Disclosure Package, since Package and the Company’s inception, there has been (1) no material weakness Final Prospectus in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 fifth sentence of the first paragraph under the Exchange Act)heading “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—Any material weaknesses in our internal controls may impede our ability to produce timely and accurate financial statements, whether which could cause us to fail to file our periodic reports timely, result in inaccurate financial reporting or not remediatedrestatements of our financial statements, subject our stock to delisting and materially harm our business, results of operations, financial condition and stock price”, and (2) no 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 the Company’s internal control over financial reporting that has materially affectedInternal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries Securities Laws, or any matter relating to Internal Controls, which matter, if determined adversely, would have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Sarbanes­ Oxley and all applicable Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the General Disclosure Package, since date of the filing of the Company’s inceptionAnnual Report on Form 10­K/A for the fiscal year ended December 31, there 2014, the Company has been not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (1i) no any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act)Internal Controls, whether or not remediated, and (2) no any material change in the Company’s internal control over financial reporting that has materially affectedInternal Controls or any fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”) or (ii) any material violation of, or is reasonably likely failure to materially affectcomply with, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration StatementSecurities Laws.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains internal controls over financial reporting and disclosure controls and procedures, each of its subsidiaries maintain as defined in Rule 13a-15 under the Exchange Act and a system of internal controls over accounting controls sufficient matters (collectively, “Internal Controls”) that are designed to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles of the United States (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described 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 Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, since the Company’s inception, there Company has been not identified (1i) no any material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and ) or (2ii) no any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (Except as defined set forth in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx the General Disclosure Package and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which Final Prospectus, the Company is required has not determined that its disclosure controls and procedures are ineffective to comply with as of perform the effective date of the Registration Statementfunctions for which they were established.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. The Company and each of its subsidiaries maintain are in compliance in all material respects with Xxxxxxxx-Xxxxx, to the extent currently applicable to the Company, and all applicable Exchange Rules. The Company maintains (i) “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) internal control over financial reporting (as defined under Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) and a system of internal accounting controls (collectively, “Internal Controls”) that comply with the Exchange Act and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (ED) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in The Internal Controls are, or upon consummation of the General Disclosure Packageoffering of the Offered Securities will be, since overseen by the Audit Committee (the “Audit Committee”) of the Company’s inception, there has been Board of Directors (1the “Board”) no material weakness in the Company’s “internal control over financial reporting” (as defined in Rule 13a-15 under the accordance with Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureRules. The Company has taken all necessary actions not publicly disclosed or reported to ensure thatthe Audit Committee or the Board a material weakness, upon the effectiveness of the Registration Statementchange in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder any violation of, or implementing the provisions thereof that are then in effect and which the Company is required failure to comply with as of with, the effective date of Securities Laws, or any matter relating to Internal Controls which, if determined adversely, would, individually or in the Registration Statementaggregate, have or reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company and the Company’s Board of Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains internal controls over financial reporting and disclosure controls and procedures, each of its subsidiaries maintain as defined in Rule 13a-15 under the Exchange Act and a system of internal controls over accounting controls sufficient matters (collectively, “Internal Controls”) that are designed to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles generally accepted accounting principles of the United States (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described 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 Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, since the Company’s inception, there Company has been not identified (1i) no any material weakness in the Company’s “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act), whether or not remediated, and ) or (2ii) no any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and has not determined that its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under procedures are ineffective to perform the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and functions for which the Company is required to comply with as of the effective date of the Registration Statementthey were established.

Internal Controls and Compliance with the Xxxxxxxx-Xxxxx Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable provisions of Xxxxxxxx-Xxxxx and Exchange Rules. The Company and each of its subsidiaries maintain maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally General Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences , (v) unauthorized acquisitions, use or dispositions of the Company’s assets that could have a material effect on the consolidated financial statements are prevented or timely detected and (vi) the interactive data in eXtensible Business Reporting Language included as an exhibit to any document incorporated by reference into the Registration Statement is materially accurate in all respects. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as described set forth in the General Disclosure Package, since the Company’s inceptionCompany has not publicly disclosed or reported to the Audit Committee or the Board, there has been 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 or fraud involving management or other employees who have a significant role in Internal Controls (1) no material weakness each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would, individually or in the Company’s “internal control over financial reporting” (as defined aggregate, result in Rule 13a-15 under the Exchange Act), whether or not remediated, and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of Xxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statementa Material Adverse Effect.