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

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

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

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth below and in the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, the Company, its Controlled Entities subsidiaries and, to the Company’s knowledge, the Company’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and their respective board of directors maintain a system of all applicable Exchange Rules. The Company maintains effective internal controls, including, but not limited to, controls over financial reporting and effective disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls each as defined in Rule 13a-15 under the Exchange Act (collectively, “Internal Controls”) which that are sufficient to provide reasonable assurances that (i) records are maintained that accurately and fairly reflect in reasonable detail the transactions are executed in accordance with management’s general or specific authorizationsand the dispositions of the assets of the Company, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with generally accepted accounting principles in the United States and to maintain asset accountabilityprinciples, (iii) access to assets 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 is permitted prepared in accordance with the Commission’s rules and guidelines applicable thereto, (iv) receipts and expenditures of the Company are being made only in accordance with management’s general or specific authorization, (iv) authorizations of management and directors of the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesCompany, and (v) material information relating to the Company and the Controlled Entities is made known to unauthorized acquisition, use or disposition of the Company’s principal executive officer and principal assets that could have a material effect on the financial officer by others within those entitiesstatements are prevented or timely detected. Upon consummation of the offering of the Shares, the The Internal Controls will be are overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with Exchange Rules. Since the rules date of the NASDAQ. Except as disclosed Company’s latest audited financial statements included in the Time of Sale Prospectus General Disclosure Package and the Prospectus, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not publicly disclosed or reported to the board of directors Audit Committee or the Board, and as of the Companydate hereof, it has no knowledge of (and as of the date 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, Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or other matter, any matter of which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains a system of internal controls, 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”) which that comply with the US. federal securities laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the board of directors of there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Board have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of Internal Controls which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, a significant deficiencyprocess, material weaknesssummarize and report financial information; and (ii) any fraud, change in Internal Controlswhether or not material, fraud involving that involves management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementInternal Controls.

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

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

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

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, Parent, the Company, its Controlled Entities Company and their respective board the Subsidiaries and Parent’s Board of directors maintain Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules in all material respects. Parent 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 reporting” (as defined in Rule 13a-15(f) of the Exchange Act) (collectively, “Internal Controls”) which that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) material information relating to the Company interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Controlled Entities Final Prospectus fairly presents the information called for in all material respects and is made known to prepared in accordance with the CompanyCommission’s principal executive officer rules and principal financial officer by others within those entitiesguidelines applicable thereto. Upon consummation of the offering of the Shares, the The Internal Controls will be are overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company Parent has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 90 days Parent does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, Parent, the Company, its Controlled Entities Company and their respective board the Subsidiaries and Parent’s Board of directors maintain Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules in all material respects. Parent 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 reporting” (as defined in Rule 13a-15(f) of the Exchange Act) (collectively, “Internal Controls”) which that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company Parent has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 90 days Parent does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus, the Company, its Controlled Entities Company keeps accurate books and their respective board of directors maintain records and 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 that are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information call for in all material information relating to respects and is prepared in accordance with the Company Commission rules and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entitiesguidelines applicable thereto. Upon consummation of the offering of the Shares, the The Internal Controls will be are overseen by the Audit Committee (the “Audit Committee”) of the board Company’s Board of directors of Directors (the Company “Board”) in accordance with the rules of the NASDAQNasdaq Market. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the The Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 135 days the Company has no current reason to expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect (eachEffect. “Securities Laws” means, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committeecollectively, the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”), the Securities Act, the Exchange Act, the rules and regulations of the Commission 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 and, as applicable, the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been Nasdaq Market (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx ActExchange Rules”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement).

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

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) which that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus and the ProspectusSince December 31, 2012, the Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company, its Controlled Entities and their respective board of directors maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) which are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon consummation of the offering of the Shares, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company in accordance with the rules of the NASDAQNYSE. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the board of directors of the Company, a significant deficiency, material weakness, change in Internal Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQNYSE, 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 rules of the NASDAQNYSE. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth with respect to Sunoco in the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with the applicable provisions of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company represents that it maintains a system of “internal controlscontrol over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the applicable requirements of the Exchange Act, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) which that 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 (“GAAP”), are designed to comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States GAAP and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (v) material information relating to the Company has adopted and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entitiesapplies corporate governance guidelines. Upon The Internal Controls are, or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed set forth in the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, the Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and the Company does not reasonably expect to publicly disclose or report within the next 135 days to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure thatreporting in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, upon the effectiveness of the Registration Statementan “Internal Control Event”), it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder any violation of, or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required failure to comply as of with, the effectiveness of Securities Laws, or any matter which, if determined adversely, individually or in the Registration Statementaggregate, would have a Material Adverse Effect or would result in a prospective Material Adverse Effect.

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

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules applicable to newly public companies. 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 (collectively, “Internal Controls”) which that comply with the requirements of the U.S. federal securities laws currently applicable to the Company and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material differences. The Internal Controls are, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company has not (A) identified, publicly disclosed or reported to the board of directors Audit Committee or the Board and the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a “material weakness” (as defined in Rule 12b-2 of the CompanyExchange Act), (B) identified or reported to the Audit Committee or Board a “significant deficiency” (as defined in Rule 12b-2 of the Exchange Act), a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each of clause (A) and (B), an “Internal Control Event”) or (C) identified or reported to the Audit Committee or Board any violation of, or failure to comply with, U.S. federal securities laws or regulations governing Internal Controlsand the Exchange Rules, or any matter whichthat, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, (i) the Company, its Controlled Entities subsidiaries and their respective board its Board of directors maintain Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) which that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary in order to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s Internal Control over financial reporting is effective, and (v) material information relating to the Company and the Controlled Entities is made known to not aware of any material weakness in the Company’s principal executive officer and principal Internal Control over financial officer by others within those entities. Upon consummation of the offering of the Shares, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company in accordance with the rules of the NASDAQreporting. Except as disclosed in the Time of Sale Prospectus General Disclosure Package and the Prospectus, the Company has not publicly disclosed or reported to the board of directors of the Company, a significant deficiency, material weakness, change in Internal Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Final Prospectus, since the end of the Company’s most recent audited fiscal yearDecember 31, 2015, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control 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 has taken all necessary actions maintains “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; such disclosure controls and procedures have been designed to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which material information relating to the Company and its subsidiaries is required made known to comply as of the effectiveness of Company’s principal executive officer and principal financial officer by others within the Registration StatementCompany; and such disclosure controls and procedures are effective.

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

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Prospectus, the Company, its Controlled Entities subsidiaries, and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all applicable rules of the Nasdaq Stock Market. 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 (collectively, “Internal Controls”) which that comply with applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material information relating to respects and has been prepared in accordance with the Company Commission’s rules and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entitiesguidelines applicable thereto. Upon consummation of the offering of the Shares, the The Internal Controls will be are overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQNasdaq Stock Market. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the The Company’s internal control over financial reporting is effective. The Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, adverse change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect Effect. For the purposes of this section (eachxxvii), an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independenceSecurities Laws” under the rules and regulations under the Exchange Actmeans, the rules of the NASDAQcollectively, 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 rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, the 1933 Act, the 1934 Act, the 1933 Act Regulations, the auditing principles, rules, #94192013v6 standards and all rules and regulations promulgated thereunder or implementing practices applicable to auditors of “issuers” (as defined in the provisions thereof (the “Xxxxxxxx-Xxxxx Act”Act of 2002) that are then in effect and with which promulgated or approved by the Public Company is required to comply Accounting Oversight Board and, as applicable, the rules of the effectiveness of the Registration StatementNasdaq Stock Market.

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

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, each Fulgent Party and the Company, its Controlled Entities ’s Board of Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and their respective board of directors maintain all applicable Exchange Rules. Each Fulgent Party 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 that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company no Fulgent Party has not publicly disclosed or reported to the board Audit Committee, the Board or the manager of directors Fulgent Therapeutics, and within the next 135 days no Fulgent Party reasonably expects to publicly disclose or report to the Audit Committee, the Board or the manager of the CompanyFulgent Therapeutics, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus, the Company, its Controlled Entities Company keeps accurate books and their respective board of directors maintain records and 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 that are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information call for in all material information relating to respects and is prepared in accordance with the Company Commission rules and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entitiesguidelines applicable thereto. Upon consummation of the offering of the Shares, the The Internal Controls will be are overseen by the Audit Committee (the “Audit Committee”) of the board Company’s Board of directors of Directors (the Company “Board”) in accordance with the rules of the NASDAQNasdaq Market. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the The Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 135 days the Company has no current reason to expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect (eachEffect. “Securities Laws” means, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committeecollectively, the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”), the Securties Act, the Exchange Act, the rules and regulations of the Commission 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 and, as applicable, the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been Nasdaq Market (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx ActExchange Rules”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement).

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules in all material respects. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function, and legal and regulatory compliance controls (collectively, “Internal Controls”) which ), that comply with the Securities Laws in all material respects and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles in the United States and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the General Disclosure Package fairly presents the information called for in all material information relating to respects and has been prepared in accordance with the Company Commission’s rules and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entitiesguidelines applicable thereto. Upon The Internal Controls are, or, upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed set forth in the Time of Sale Prospectus and General Disclosure Package or the ProspectusExchange Act Reports, the Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, a significant deficiency, material weakness, change in Internal Controls, Controls that is required to be publicly disclosed or fraud involving management or other employees who have a significant role in administering its Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect Controls (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, any material violation of, or failure to comply with, the rules of the NASDAQSecurities Laws, with respect which could reasonably be expected to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statementhave a Material Adverse Effect.

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company, its Controlled Entities the Subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules in all material respects. 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 (as defined in Rule 13a-15-f of the Exchange Act) (collectively, “Internal Controls”) which that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (v) material information relating to the Company interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Controlled Entities Final Prospectus fairly presents the information called for in all material respects and is made known to prepared in accordance with the CompanyCommission’s principal executive officer rules and principal financial officer by others within those entitiesguidelines applicable thereto. Upon consummation of the offering of the Shares, the The Internal Controls will be are overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the The Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in each of the Time of Sale Prospectus Offering Circulars, the Issuer, its Subsidiaries and the Prospectus, the Company, its Controlled Entities and their respective Issuer’s board of directors maintain (the “Board”) are in compliance with applicable requirements of Xxxxxxxx- Xxxxx. The Issuer maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) which that comply with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations of the SEC thereunder (“Xxxxxxxx-Xxxxx”), the Securities Act and the rules and regulations promulgated by the SEC thereunder, and the Exchange Act, and the rules and regulations promulgated by the SEC thereunder (together, the “Securities Laws”) and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizationsauthorisations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles applied on a consistent basis in the United States of America (“U.S. GAAP”) and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorizationauthorisation, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon consummation of the offering of the Shares, the The Internal Controls will be are overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQ Global Select Market (“NASDAQ”). Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company The Issuer has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 135 days from the date hereof the Issuer does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, material adverse change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any like matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement.Effect;

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus Disclosure Package and the Prospectus, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance in all material respects with Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function, and legal and regulatory compliance controls (collectively, “Internal Controls”) which ), that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (v) material information relating to the Company interactive data in XBRL included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Controlled Entities Prospectus is made known to in compliance with the CompanyCommission’s principal executive officer published rules, regulations and principal financial officer by others within those entitiesguidelines applicable thereto. Upon consummation of the offering of the Shares, the The Internal Controls will be are overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the The Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, material change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would have would, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reportingEffect. The Company has taken all necessary actions to ensure thatand its subsidiaries maintain a system of disclosure controls and procedures that complies with the Exchange Act and at June 30, upon 2013, the effectiveness of the Registration Statementlast date on which such controls were evaluated, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statementsuch controls were effective.

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company, its Controlled Entities and their respective board of directors maintain 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 (collectively, “Internal Controls”) which are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (v) material information relating to the Company Company, its Subsidiaries and the Controlled Affiliated 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 SharesOffered Securities, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board Company’s Board of directors of Directors (the Company “Board”) in accordance with the rules of the NASDAQNasdaq Global Select Market. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the board of directors of the CompanyBoard, a significant deficiency, material weakness, change in Internal Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQNasdaq Global Select Market, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the rules and regulations of the Commission and the rules of the NASDAQNasdaq Global Select Market. Except as described disclosed in the Time of Sale Prospectus and the Prospectus, since the end date of the Company’s most recent latest audited fiscal yearfinancial statements included in the Time of Sale Prospectus and the Prospectus, there has been (ai) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (bii) 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 Solely to the extent that the Xxxxxxxx-Xxxxx Act have been and are applicable to the Company, there is and has taken all necessary actions to ensure that, upon been no failure on the effectiveness part of the Registration Statement, it will be Company to comply in compliance all material respects with all provisions any provision of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, Parent, the Company, its Controlled Entities Company and their respective board the Subsidiaries and Parent’s Board of directors maintain Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules in all material respects. Parent 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 reporting” (as defined in Rule 13a-15(f) of the Exchange Act) (collectively, “Internal Controls”) which that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) material information relating to the Company interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Controlled Entities Final Prospectus fairly presents the information called for in all material respects and is made known to prepared in accordance with the CompanyCommission’s principal executive officer rules and principal financial officer by others within those entitiesguidelines applicable thereto. Upon The Internal Controls are, or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company Parent has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 90 days Parent does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus Registration Statement, General Disclosure Package and the Final Prospectus, the Company, its Controlled Entities the Subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) will be in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules as and when they are required to be in compliance. 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 (collectively, “Internal Controls”) which that comply with the Securities Laws and are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in International Financial Reporting Standards (“IFRS”) as issued by the United States International Accounting Standards Board and to maintain asset accountabilityaccountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls will, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon upon consummation of the offering of the SharesOffered Securities, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQapplicable Exchange Rules. Except as disclosed in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx ActAct and the Exchange Rules. Except as disclosed set forth in the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance in all material respects with the provisions of Xxxxxxxx-Xxxxx (and the rules promulgated thereunder) and all Exchange Rules, in each case, applicable to the Company. 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 (collectively, “Internal Controls”) which that comply in all material respects with all applicable Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets is maintained, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as would not, and individually or in the aggregate, have a Material Adverse Effect, (vx) material information relating to since February 3, 2018, the Company and the Controlled Entities is made known has not publicly disclosed or reported to the Company’s principal executive officer and principal financial officer by others within those entities. Upon consummation of the offering of the Shares, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of Board or the Company in accordance with the rules of the NASDAQ. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed Board any significant deficiency or reported to the board of directors of the Company, a significant deficiency, material weakness, change or a material and adverse change, in Internal Controls, Controls or any fraud involving management or other employees who have a significant role in Internal Controls, any violation ofand (y) within the next 90 days, the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board a material weakness, or failure to comply witha material and adverse change, laws in Internal Controls or regulations governing any fraud involving management or other employees who have a significant role in Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect . The Company has established “disclosure controls and procedures” (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations as such term is defined in Rule 13a-15(e) under the Exchange Act, the rules of the NASDAQ, 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 rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statementand its subsidiaries; such disclosure controls and procedures are effective.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth with respect to Sunoco in the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with the applicable provisions of Xxxxxxxx-Xxxxx and all applicable Exchange Rules. The Company represents that it maintains a system of “internal controlscontrol over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the applicable requirements of the Exchange Act, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) which that 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 (“GAAP”), are designed to comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States GAAP and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (v) material information relating to the Company has adopted and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entitiesapplies corporate governance guidelines. Upon The Internal Controls are, or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed set forth in the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, the Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and the Company does not reasonably expect to publicly disclose or report within the next 135 days to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure thatreporting in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, upon the effectiveness of the Registration Statementan “Internal Control Event”), it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder any violation of, or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required failure to comply as of with, the effectiveness 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 disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, Parent, the Company, its Controlled Entities Company and their respective board the Subsidiaries and Parent’s Board of directors maintain Directors (the “Board”) are in compliance with Sarbanes- Oxley and all applicable Exchange Rules in all material respects. Parent 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 reporting” (as defined in Rule 13a-15(f) of the Exchange Act) (collectively, “Internal Controls”) which that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) material information relating to the Company interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Controlled Entities Final Prospectus fairly presents the information called for in all material respects and is made known to prepared in accordance with the CompanyCommission’s principal executive officer rules and principal financial officer by others within those entitiesguidelines applicable thereto. Upon consummation of the offering of the Shares, the The Internal Controls will be are overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company Parent has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 90 days Parent does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

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

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. KPMG LLP are independent public auditors as required by the Securities Act and the Rules and Regulations thereof. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package, the Company and its subsidiaries and the ProspectusCompany’s Board of Directors (the “Board”) are in compliance, the Companyin all material respects, its Controlled Entities with Xxxxxxxx-Xxxxx and their respective board of directors maintain all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) which that comply in all material respects with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States GAAP and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (v) material information relating to the Company has adopted and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entitiesapplies corporate governance guidelines. Upon consummation of the offering of the Shares, the The Internal Controls will be are overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as relates to the understatement of deferred revenue as disclosed in Note 2—“Summary of Significant Accounting Policies—Immaterial Correction of an Error in Prior Periods” to the Time consolidated financial statements included in Part II, Item 8 of Sale Prospectus and the ProspectusAnnual Report on Form 10-K for the fiscal year ended December 26, 2013, the Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would would, individually or in the aggregate, have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance in all material respects with all applicable provisions of Xxxxxxxx-Xxxxx, and will take steps to ensure that it will be in compliance in all material respects with other provisions of Xxxxxxxx-Xxxxx not currently applicable to it, which will become applicable to the Company in the future. 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 an internal audit function (collectively, “Internal Controls”) which that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material Trends and Developments” and “Risk Factors,” (i) the Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and (ii) 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, deficiency or material weakness, or a change in that has materially affected or is reasonably likely to materially affect Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx ActAct and the Exchange Rules. Except as disclosed set forth in the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance in all material respects with the provisions of Xxxxxxxx-Xxxxx (and the rules promulgated thereunder) and all Exchange Rules, in each case, applicable to the Company. 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 (collectively, “Internal Controls”) which that comply in all material respects with all applicable Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets is maintained, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as would not, and individually or in the aggregate, have a Material Adverse Effect, (vx) material information relating to since February 1, 2013, the Company and the Controlled Entities is made known has not publicly disclosed or reported to the Company’s principal executive officer and principal financial officer by others within those entities. Upon consummation of the offering of the Shares, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of Board or the Company in accordance with the rules of the NASDAQ. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed Board any significant deficiency or reported to the board of directors of the Company, a significant deficiency, material weakness, change or a material and adverse change, in Internal Controls, Controls or any fraud involving management or other employees who have a significant role in Internal Controls, any violation ofand (y) within the next 90 days, the 8 Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board a material weakness, or failure to comply witha material and adverse change, laws in Internal Controls or regulations governing any fraud involving management or other employees who have a significant role in Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect . The Company has established “disclosure controls and procedures” (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations as such term is defined in Rule 13a-15(e) under the Exchange Act, the rules of the NASDAQ, 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 rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statementand its subsidiaries; such disclosure controls and procedures are effective.

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company, its Controlled Entities and their respective board of directors maintain 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 (collectively, “Internal Controls”) which are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (v) material information relating to the Company Company, its Subsidiaries and the Controlled Affiliated 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 SharesOffered Securities, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board Company’s Board of directors of Directors (the Company “Board”) in accordance with the rules of the NASDAQNew York Stock Exchange. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the board of directors of the CompanyBoard, a significant deficiency, material weakness, change in Internal Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQNew York Stock Exchange, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the rules and regulations of the Commission and the rules of the NASDAQNew York Stock Exchange. Except as described disclosed in the Time of Sale Prospectus and the Prospectus, since the end date of the Company’s most recent latest audited fiscal yearfinancial statements included in the Time of Sale Prospectus and the Prospectus, there has been (ai) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (bii) 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 has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement.

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company, its Controlled Entities and their respective board of directors maintain a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) which are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon consummation of the offering of the Shares, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company in accordance with the rules of the NASDAQNYSE American. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the board of directors of the Company, a significant deficiency, material weakness, change in Internal Controls, fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controls, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQNYSE American, 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 rules of the NASDAQNYSE American. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement.

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

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

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, Parent, the Company, its Controlled Entities Company and their respective board the Subsidiaries and Parent's Board of directors maintain Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules in all material respects. Parent 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 reporting” (as defined in Rule 13a-15(f) of the Exchange Act) (collectively, “Internal Controls”) which that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) material information relating to the Company interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Controlled Entities Final Prospectus fairly presents the information called for in all material respects and is made known to prepared in accordance with the Company’s principal executive officer Commission's rules and principal financial officer by others within those entitiesguidelines applicable thereto. Upon The Internal Controls are, or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company Parent has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 90 days Parent does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company, its Controlled Entities the Subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules in all material respects. 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 (as defined in Rule 13a-15-f of the Exchange Act) (collectively, “Internal Controls”) which that comply with the Exchange Act and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles and to maintain asset accountabilityaccountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorizationauthorization , (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, differences and (v) material information relating to the Company interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Controlled Entities Final Prospectus fairly presents the information called for in all material respects and is made known to prepared in accordance with the CompanyCommission’s principal executive officer rules and principal financial officer by others within those entitiesguidelines applicable thereto. Upon The Internal Controls are, or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus and the Prospectus, the The Company has not publicly disclosed or reported to the board of directors of Audit Committee or the CompanyBoard, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed set forth in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company, its Controlled Entities subsidiaries and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with Xxxxxxxx-Xxxxx and all applicable Exchange Rules (it being understood that (i) this paragraph shall in no way require the Company to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 as of an earlier date than it would otherwise be required to so comply under applicable law and (ii) the Company has not performed an assessment of its internal control over financial reporting pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002). 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 (collectively, “Internal Controls”) which that comply with the applicable Securities Laws and are sufficient to provide reasonable assurances that (ia) transactions are executed in accordance with management’s general or specific authorizations, (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States U.S. General Accepted Accounting Principles (“GAAP”) and to maintain asset accountabilityaccountability for assets, (iiic) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (ivd) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, and (v) material information relating to the Company and the Controlled Entities is made known to the Company’s principal executive officer and principal financial officer by others within those entities. Upon or upon consummation of the offering of the SharesOffered Securities will be, the Internal Controls will be overseen by the Audit Committee (the “Audit Committee”) of the board of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the board of directors of Audit Committee or the Company, Board a significant deficiency, material weakness, weakness or a material adverse change in Internal Controls. 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, any fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”). Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, the rules of the NASDAQ, with respect to independent directors who are members of the Audit Committee, the Xxxxxxxx-Xxxxx Act, the rules and regulations of the Commission and the rules of the NASDAQ. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (a) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (b) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration StatementEffect.

Internal Controls and Compliance with the Xxxxxxxx. Xxxxx Act. Except as disclosed in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, the Company, its the Controlled Entities and their respective board the Company’s Board of directors maintain Directors (the “Board”) are in compliance with the Xxxxxxxx-Xxxxx Act and all applicable Rules and Regulations promulgated under the Exchange Act. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting reporting, an internal audit function, and legal and regulatory compliance controls (collectively, “Internal Controls”) which are sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain asset accountabilityaccountability for assets, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization, (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (vE) 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 of directors of the Company Board in accordance with the rules of the NASDAQExchange Rules. Except as disclosed in the Time of Sale Prospectus General Disclosure Package and the Prospectus, 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 board of directors of Audit Committee or the CompanyBoard, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls, Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, laws or regulations governing Internal Controlsthe Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect (each, an “Internal Control Event”)Effect. Each of the Company’s independent directors meets the criteria for “independence” under the rules and regulations under the Exchange Act, Act and the rules of the NASDAQExchange 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 rules of the NASDAQExchange Rules. Except as described disclosed in the Time of Sale Prospectus General Disclosure Package and the Final Prospectus, since the end date of the Company’s most recent latest audited fiscal yearfinancial statements included in the General Disclosure Package and the Final Prospectus, there has been (aA) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (bB) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement.