Common use of Internal Controls and Procedures Clause in Contracts

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of the CompanyParent’s filings with the SEC and Canadian Securities Administrators and other public disclosure documents. (b) The Company Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company Parent and that receipts and expenditures of the Company Parent are being made only in accordance with authorizations of management and directors of the CompanyParent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parent or a wholly owned Subsidiary of the Company Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the CompanyParent’s auditors and the audit committee of the Company Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the CompanyParent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the CompanyParent, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company Parent employees regarding questionable accounting or auditing matters, have been received by the CompanyParent. To the Knowledge of the CompanyParent, since December 31, 2018, no attorney representing the Company Parent or any of its Subsidiaries, whether or not employed by the Company Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company Parent or any of its officers, directors, employees or agents to the CompanyParent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets of the Company in SEC, and that all such material respects, (ii) provide reasonable assurance that transactions are recorded information is accumulated and communicated to Parent’s management as necessary appropriate to permit preparation of financial statements in accordance with GAAP allow timely decisions regarding required disclosure and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of make the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting certifications required pursuant to Section 404 Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for Act. Parent’s management has completed an assessment of the year ended December 31effectiveness of Parent’s disclosure controls and procedures in accordance with Rule 13a-15 and, 2020to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such assessment concluded that such controls were effective. The Company has disclosed, report based on its such evaluation. Based on Parent’s management’s most recent recently completed evaluation of its Parent’s internal controls control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any to the knowledge of Parent, Parent had no significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting that are would reasonably likely be expected to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has established and maintains disclosure controls and procedures as made all applicable certifications required by Rule 13a-15 13a-14 or 15d-14 under the Exchange Act. Such disclosure controls Act and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded Sections 302 and reported on a timely basis 906 of SOX with respect to the individuals responsible for Parent SEC Documents, and the preparation statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Company’s filings with Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the SEC and other public disclosure documentsmeaning of Section 402 of SOX. (b) The Company Parent maintains a system of “internal controls control over financial reporting reporting” (as defined in Rule 13a-15 under Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain sufficient to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for assetsGAAP, consistently applied, (B) that access to assets is permitted transactions are executed only in accordance with authorizations the authorization of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iiiC) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company properties or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated therebyassets. (c) The Company’s management Parent is, and since January 1, 2017 has completed an assessment been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the effectiveness NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Company’s internal controls over Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial reporting pursuant and non-financial) required to Section 404 be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act for with respect to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the year ended December 31Parent Subsidiaries, 2020on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such assessment concluded that such controls were effective. The Company has disclosedContract is to avoid disclosure of any material transaction involving, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting andliabilities of, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company Parent or any of its Subsidiaries, whether the Parent Subsidiaries in Parent’s or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Companysuch Parent Subsidiary’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulespublished financial statements.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance designed to ensure that all information required to be disclosed by Parent in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31November 30, 20202017, and such assessment concluded that such controls were effective. The Company has disclosed, based Based on its most recent evaluation of its internal controls over financial reporting prior to the date hereof, management of this Agreement, Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Board, Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Companyin any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud or allegations of fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. As of , and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. Each of Parent and its most recent audited financial statementsSubsidiaries has substantially addressed any such deficiency, neither the Company nor its auditors had identified any significant deficiencies material weakness or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesfraud.

Internal Controls and Procedures. (a) The Company Parent has established and maintains internal control over financial reporting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (ia) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of the Company in all material respectsParent and its Subsidiaries, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of the Company, Parent Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company Parent and its Subsidiaries that are used in the systems of Subsidiaries. Such disclosure controls and procedures and of financial reporting controls and procedures described above are recordeddesigned to ensure that material information relating to Parent, storedincluding its Subsidiaries, maintained and operated under means required to be disclosed by Parent in the reports that are it files or submits under the exclusive ownership Exchange Act is accumulated and direct control of the Company or a wholly owned Subsidiary of the Company or communicated to Parent’s principal executive officer and its accountants, except as would not reasonably be expected principal financial officer to adversely affect or disrupt, in any material respect, the Companyallow timely decisions regarding required disclosure. Parent’s systems of disclosure controls and procedures and of financial reporting controls and procedures or are effective to ensure that information required to be disclosed by Parent in the reports generated thereby. (c) The Companythat it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Parent’s management has completed an assessment of the effectiveness of the Company’s internal controls over principal executive officer and its principal financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the CompanyParent’s auditors and the audit committee of the Company BoardParent Board (x) all significant deficiencies, (i) any significant deficiencies and material weaknesses if any, in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the CompanyParent’s ability to record, process, summarize and report financial information data and have identified for Parent’s auditors any material weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such Parent’s internal controls. To the Knowledge of the CompanyParent, since December 31January 1, 20182014, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, matters have been received by the CompanyParent. To the Knowledge Since January 1, 2014, Parent has not received any material complaints through Parent’s whistleblower hotline or equivalent system for receipt of the Companyemployee concerns regarding possible violations of applicable Law. Since January 1, since December 31, 20182014, no attorney representing the Company Parent or any of its Subsidiaries, whether or not employed by the Company Parent or any of its Subsidiaries, has reported evidence of a violation of applicable Law that are securities Lawslaws, breach of fiduciary duty or similar violation by the Company Parent or any of its officers, directors, employees or agents to the CompanyParent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Parent Board or to the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company Parent policy contemplating such reporting, including in instances not . The principal executive officer and the principal financial officer of Parent have made all certifications required by those rulesthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Parent SEC Documents, and the statements contained in such certifications were complete and accurate as of the dates they were made.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 or 15d-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202024, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 20182022, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 20182022, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202019, and such assessment concluded that such controls were effective. The Company has disclosed, based Based on its most recent evaluation of its internal controls over financial reporting prior to the date hereof, management of this Agreement, Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Board, Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Companyin any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control controls over financial reporting. As , in each case, that was disclosed to Parent’s auditors or the audit committee of the date of Parent Board in connection with its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its evaluation of internal controls over financial reporting and, as of prior to the date hereof. Parent maintains a system of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or auditing mattersspecific authorization, the reliability of financial reporting and no concerns from Company employees regarding questionable accounting the preparation of financial statements for external purposes in accordance with GAAP and the prevention or auditing matterstimely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of a material effect on its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesfinancial statements.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company ▇▇▇▇▇▇ is recorded and reported on a timely basis to the individuals responsible for the preparation of the CompanyParent’s filings with the SEC and other public disclosure documents. (b) The Company Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 or 15d-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company Parent in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company Parent and that receipts and expenditures of the Company Parent are being made only in accordance with authorizations of management and directors of the CompanyParent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parent or a wholly owned Subsidiary of the Company Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202024, and such assessment concluded that such controls were effective. The Company Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the CompanyParent’s auditors and the audit committee of the Company Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the CompanyParent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the CompanyParent, since December 31, 20182022, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company Parent employees regarding questionable accounting or auditing matters, have been received by the CompanyParent. To the Knowledge of the CompanyParent, since December 31, 20182022, no attorney representing the Company Parent or any of its Subsidiaries, whether or not employed by the Company Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company Parent or any of its officers, directors, employees or agents to the CompanyParent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company Parent policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains Sellers maintain a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respectsaccordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for assetsasset accountability, that (iii) access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Companymanagement’s general or specific authorization, and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statementsintervals and appropriate action is taken with respect to any differences. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of Seller Parent has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and of financial reporting controls 15d-15(e)) for the Companies and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of designed such disclosure controls and procedures and of financial reporting controls and procedures or to ensure that material information relating to the reports generated thereby. (c) The Company’s management has completed an assessment of Companies is made known to the certifying officers by others within those entities. Sellers have evaluated the effectiveness of the Company’s internal Companies’ controls over financial reporting pursuant to Section 404 and procedures as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ date prior to the filing date of Seller Parent’s most recently filed periodic report under the Exchange Act for (such date, the year ended December 31, 2020, “Evaluation Date”) and such assessment concluded determined that such controls were effectiveeffective to provide reasonable assurance that material information required to be included in Seller Parent’s periodic SEC reports is recorded, processed, summarized and reported within the time period specified under Applicable Law. The Company has disclosedSince the Evaluation Date, based on its most recent evaluation of its there have been no significant changes in Seller Parent’s or the Companies’ internal controls prior to the date of this Agreementcontrol over financial reporting or, to the CompanyKnowledge of Seller Parent, in other factors that could significantly affect Seller Parent’s auditors and or the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Companies’ internal control over financial reporting. As . (b) Except as set forth in Schedule 4.27(b), neither any of the date of its most recent audited financial statementsCompanies nor any director, neither the Company nor its auditors had identified any significant deficiencies officer, manager, member or material weaknesses in its internal controls over financial reporting andemployee, as auditor, accountant or representative of the date of this AgreementCompanies, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company Sellers or any of its Subsidiaries, whether their Affiliates has received or not employed by been under a duty to report (including any self-reporting obligation) to any Governmental Authority or the Company board of directors of Seller Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (thereof any non-frivolous material written complaint, allegation, assertion or other committee designated for claim, regarding the purpose) accounting, reserving or auditing practices, procedures, methodologies or methods of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Companies or any Company policy contemplating such their respective internal control over financial reporting, including any material complaint, allegation, assertion or claim that any of the Companies has engaged in instances not required by those rulesquestionable accounting, reserving or auditing practices.

Internal Controls and Procedures. Parent and Services are in compliance in all material respects with all of the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the provisions of the Exchange Act and the Securities Act relating thereto, which are applicable to Parent and Services. Each of the principal executive officers of Parent and Services and the principal financial officers of Parent and Services (aor each former principal executive officer of Parent and Services and each former principal financial officer of Parent and Services, as applicable) The Company has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither Parent, Services nor any of its other Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each of Parent and Services has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Each of Parent’s and Services’ disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent and Services in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to Parent’s filings with and Services’ management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and other public disclosure documents. (b) The Company maintains 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Without limiting the generality of the foregoing, Parent and its Subsidiaries, including Services, maintain a system of internal accounting controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain sufficient to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for assets, that asset accountability; (c) access to assets is permitted only in accordance with authorizations of management management’s general or specific authorization; and directors of (d) the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material differences. Parent has delivered to the Company complete and that receipts and expenditures accurate copies of the Company are being made only notices received from its independent auditor of any significant deficiencies or material weaknesses in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention Parent’s or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct Services’ internal control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant since December 31, 2013 and any other management letter or similar correspondence from any independent auditor of Parent or any of its Subsidiaries, including Services, received since December 31, 2013. Parent and Services have implemented such programs and taken such steps as they believe are necessary to effect compliance with all provisions of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries2013, has reported evidence of a violation of securities Lawsnot received, breach of fiduciary duty orally or similar violation by in writing, any notification that its independent auditor (i) believes that either Parent or Services will not be able to complete its assessment before the Company or any of its officersreporting deadline, directorsor, employees or agents if it will be completed prior to the Company’s chief legal officersuch deadline, audit committee (or other committee designated that it will not be completed in sufficient time for the purposeindependent auditor to complete its assessment or (ii) of the Company Board pursuant will not be able to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesissue unqualified attestation reports with respect thereto.

Internal Controls and Procedures. (a) The Company Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has established and maintains disclosure controls and procedures as made all applicable certifications required by Rule 13a-15 13a-14 or 15d-14 under the Exchange Act. Such disclosure controls Act and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded Sections 302 and reported on a timely basis 906 of SOX with respect to the individuals responsible for Parent SEC Documents, and the preparation statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Company’s filings with Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the SEC and other public disclosure documentsmeaning of Section 402 of SOX. (b) The Company Parent maintains a system of “internal controls control over financial reporting reporting” (as defined in Rule 13a-15 under Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain sufficient to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for assetsGAAP, consistently applied, (B) that access to assets is permitted transactions are executed only in accordance with authorizations the authorization of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iiiC) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company properties or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated therebyassets. (c) The Company’s management Parent is in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements. (d) Parent maintains and has completed an assessment at all times since July 1, 2024, maintained “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the effectiveness Exchange Act) designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Company’s internal controls over SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial reporting pursuant officer of Parent to Section 404 make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for Parent Subsidiaries, on the year ended December 31, 2020one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such assessment concluded that such controls were effective. The Company has disclosedContract is to avoid disclosure of any material transaction involving, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting andliabilities of, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company Parent or any of its Subsidiaries, whether the Parent Subsidiaries in Parent’s or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Companysuch Parent Subsidiary’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulespublished financial statements.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to Parent’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and other public disclosure documents. (b) The Company maintains a system 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is are effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP and includes include policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respectsParent, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company Parent are being made only in accordance with authorizations of management and directors of the CompanyParent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (cb) The CompanySince September 30, 2013, none of Parent, Parent’s management has completed an assessment independent accountants, the Parent Board of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on Directors or its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee has received any oral or written notification of the Company Board, any (i) any significant deficiencies and deficiency or material weaknesses weakness in the design or operation of internal controls over financial reporting that are is reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention each case that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, not been appropriately and no concerns from Company employees regarding questionable accounting or auditing matters, have been received adequately remedied by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesParent.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 13a-15(f) under the Exchange Act) that is effective in providing and of ICRF (as defined under National Instrument 52-109) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (i) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent and the Company in all material respectsParent Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of Parent and the Company Parent Subsidiaries are being made only in accordance with appropriate authorizations of management and directors the Parent Board of the Company, Directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statementsof Parent and the Parent Subsidiaries. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended As at December 31, 20202017, and such assessment concluded that such controls there were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any no material weaknesses or significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in such internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Companyhereof, nothing has come to its the attention of Parent that has caused it Parent to believe that there are any material weaknesses or significant deficiencies in such internal controlscontrol over financial reporting. To the Knowledge of the CompanySince January 1, since December 31, 20182017, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, matters have been received by the CompanyParent. To the Knowledge Since January 1, 2017, Parent has not received any material complaints through Parent’s whistleblower hotline or equivalent system for receipt of the Companyemployee concerns regarding possible violations of applicable Law. Since January 1, since December 31, 20182017, no attorney representing the Company Parent or any of its the Parent Subsidiaries, whether or not employed by the Company Parent or any of its the Parent Subsidiaries, has reported evidence of a violation of applicable Law that are securities Lawslaws, breach of fiduciary duty or such similar violation by the Company Parent or any of its officers, directors, employees or agents to the CompanyParent’s chief legal officer, audit committee (of Parent Board of Directors or other committee designated for the purpose) to Parent Board of the Company Board Directors pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company Parent policy contemplating such reporting. (b) The “disclosure controls and procedures” (as defined in Rules 13a-15(c) of the Exchange Act) and DC&P (as defined in National Instrument 52-109) of Parent are designed to ensure that all material information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure. The management of Parent has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures as of December 31, 2017, and such assessment concluded that such controls were effective as of such date. (c) The Parent SEC Documents accurately summarize, in all material respects, the outstanding Derivative positions of Parent and the Parent Subsidiaries, including in instances not required by those rulesHydrocarbon and financial Derivative positions attributable to the production and marketing of Parent and the Parent Subsidiaries, as of the dates reflected therein.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly wholly-owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to materially and adversely affect or disrupt, in any material respect, disrupt the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention the auditors’ attention, that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company’s Knowledge, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company’s Knowledge, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures as required by defined in Rule 13a-15 under the Exchange ActAct and in National Instrument 52-109 –Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”). Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company P▇▇▇▇▇ is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC Parent Public Documents and other public disclosure documents. (b) The Company Parent maintains a system of internal controls over financial reporting (as defined in required by Rule 13a-15 under the Exchange ActAct and under NI 52-109) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP IFRS and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respectsParent, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP IFRS and to maintain accountability for assets, that transactions are being executed only in accordance with authorizations of management and directors of Parent and access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the CompanyParent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parent or a wholly owned Subsidiary of the Company Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the CompanyParent’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls over financial reporting pursuant to Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 3129, 20202024, and such assessment concluded that such controls were effective. The Company Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the CompanyParent’s auditors independent registered public accounting advisor and the audit committee of the Company Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control controls over financial reporting. As of the date of its most recent audited financial statements, neither the Company Parent nor its auditors independent registered public accounting advisor had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the CompanyParent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To In the Knowledge of last three years, neither Parent nor its independent registered public accounting advisor has identified any critical audit matters in accordance with AS-3101 promulgated by PCAOB. In the Company, since December 31, 2018last three years, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from Company employees of Parent or any of its Subsidiaries regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesParent.

Internal Controls and Procedures. (a) The Company Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has established and maintains disclosure controls and procedures as made all applicable certifications required by Rule 13a-15 13a-14 or 15d-14 under the Exchange Act. Such disclosure controls Act and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded Sections 302 and reported on a timely basis 906 of SOX with respect to the individuals responsible for Parent SEC Documents, and the preparation statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Company’s filings with Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the SEC and other public disclosure documentsmeaning of Section 402 of SOX. (b) The Company Parent maintains a system of “internal controls control over financial reporting reporting” (as defined in Rule 13a-15 under Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain sufficient to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for assetsGAAP, consistently applied, (B) that access to assets is permitted transactions are executed only in accordance with authorizations the authorization of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iiiC) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company properties or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated therebyassets. (c) Parent is, and since January 1, 2020 has been, in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements. (d) The Company’s management has completed an assessment “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the effectiveness Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Company’s internal controls over SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial reporting pursuant officer of Parent to Section 404 make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for Parent Subsidiaries, on the year ended December 31, 2020one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such assessment concluded that such controls were effective. The Company has disclosedContract is to avoid disclosure of any material transaction involving, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting andliabilities of, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company Parent or any of its Subsidiaries, whether the Parent Subsidiaries in Parent’s or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Companysuch Parent Subsidiary’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulespublished financial statements.

Internal Controls and Procedures. (a) The Company CCE has established and maintains "disclosure controls and procedures procedures" and "internal control over financial reporting" (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such CCE's disclosure controls and procedures are effective in providing reasonable assurance that all material information required to be disclosed by CCE in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the Company’s filings with SEC, and that all such material information is accumulated and communicated to CCE's management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Section 302 and other public disclosure documents. (b) The Company maintains 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. CCE adheres to and enforces a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that which is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions Transactions and dispositions of the assets of the Company in all material respectsCCE and its Subsidiaries, (ii) provide reasonable assurance that transactions Transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of and, if required, the Company, CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information Assets of the Company CCE and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s Subsidiaries. CCE's management has completed an its assessment of the effectiveness of the Company’s CCE's internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202009, and such assessment concluded that such controls were effective. The Company has disclosedExcept as set forth on Section 4.7 of the CCE Disclosure Letter, based on its most recent evaluation of its internal controls prior neither CCE, nor to the date Knowledge of this AgreementCCE, to the Company’s CCE's independent auditors and the audit committee has identified or been made aware of the Company Board, (iA) any significant deficiencies and deficiency or material weaknesses weakness, in each case which has not been subsequently remediated, in the design or operation system of internal controls control over financial reporting that are reasonably likely to adversely affect the Company’s ability to recordutilized by CCE and its Subsidiaries, processtaken as a whole, summarize and report financial information and or (iiB) any fraud, whether or not material, fraud that involves CCE's management or other employees who have a significant role in the preparation of financial statements with financial reporting oversight or the internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received utilized by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesCCE.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed, and since September 30, 2015, have been reasonably designed, to ensure that all material information required to be disclosed by Parent in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s system of internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31September 30, 2020, 2017 and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to effective and the Company’s independent registered accountant has issued an attestation report concluding that Parent maintained effective internal control over financial reporting as of September 30, 2017. Based on such evaluation, management of Parent has disclosed to Parent’s auditors and the audit committee of the Company Board, Parent Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. As of , and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof. (b) Parent is in compliance in all material respects with all current listing requirements of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, Nasdaq applicable to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesParent.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the Company SEC Documents and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respectsCompany, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted transactions are being executed only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made access to assets is permitted only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 3128, 20202024, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control controls over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To The Company has made available to Parent (A) a summary of any such disclosure made by management to the Knowledge Company’s independent registered public accounting firm and audit committee since the date of its most recent audited financial statements and (B) any material communication made since the date of its most recent audited financial statements by management or the Company’s independent registered public accounting firm to the audit committee required or contemplated by listing standards of the CompanyNYSE, since December 31the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board (the “PCAOB”). In the last three years, 2018neither the Company nor its independent registered public accounting firm has identified any critical audit matters in accordance with AS 3101 promulgated by PCAOB. In the last three years, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from Company employees Continuing Employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures (as required by Rule 13a-15 under the defined in Exchange Act. Such disclosure controls Act Rules 13a-15(e) and procedures 15d-15(e)) that are effective in providing reasonable assurance designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the individuals responsible for the preparation of the Company’s filings with management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP generally accepted accounting principles and which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respectsCompany, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company United States generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations the authorization of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionacquisitions, use or disposition dispositions of the Company’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of Company’s disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control have been evaluated for effectiveness as of the Company or a wholly owned Subsidiary end of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, period covered by the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or most recently filed annual report on Form 10-K which precedes the reports generated thereby. (c) The Company’s management has completed an assessment date of the effectiveness Prospectus, and except as disclosed in each of the Company’s internal controls over financial reporting pursuant Registration Statement, the General Disclosure Package and the Prospectus, were effective in all material respects to Section 404 of perform the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act functions for which they were established. Based on the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to control over financial reporting, and except as disclosed in each of the date of this AgreementRegistration Statement, to the Company’s auditors General Disclosure Package and the audit committee of the Company BoardProspectus, there is not and has been no (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. As Except as disclosed in each of the date of Registration Statement, General Disclosure Package and the Prospectus, there is not and has been no change in its internal control over financial reporting that has occurred during its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention fiscal quarter that has caused it materially affected, or is reasonably likely to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Companymaterially affect, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such internal control over financial reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company Parent has established and maintains internal control over financial reporting and disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes reporting, including policies and procedures that (ia) pertain to mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of the Company in all material respectsParent and its Subsidiaries, (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of the Company, Parent Board and (iiic) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company Parent and its Subsidiaries that are used in the systems of Subsidiaries; such disclosure controls and procedures and of financial reporting controls and procedures described above are recordeddesigned to ensure that material information relating to Parent, storedincluding its Subsidiaries, maintained and operated under means required to be disclosed by Parent in the reports that are it files or submits under the exclusive ownership Exchange Act is accumulated and direct control of the Company or a wholly owned Subsidiary of the Company or communicated to Parent’s principal executive officer and its accountants, except as would not reasonably be expected principal financial officer to adversely affect or disrupt, in any material respect, the Company’s systems of allow timely decisions regarding required disclosure; and such disclosure controls and procedures and of financial reporting controls and procedures or are effective to ensure that information required to be disclosed by Parent in the reports generated thereby. (c) The Companythat it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Parent’s management has completed an assessment of the effectiveness of the Company’s internal controls over principal executive officer and its principal financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has officer have disclosed, based on its their most recent evaluation of its internal controls prior to the date of this Agreementevaluation, to the CompanyParent’s auditors and the audit committee of the Company BoardParent Board (x) all significant deficiencies, (i) any significant deficiencies and material weaknesses if any, in the design or operation of internal controls over financial reporting that are reasonably likely to which could adversely affect the CompanyParent’s ability to record, process, summarize and report financial information data and have identified for Parent’s auditors any material weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such Parent’s internal controls. To the Knowledge of the CompanyParent, since December 31January 1, 20182013, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, matters have been received by the CompanyParent. To the Knowledge Since January 1, 2013, Parent has not received any material complaints through Parent’s whistleblower hotline or equivalent system for receipt of the Companyemployee concerns regarding possible violations of applicable Law. Since January 1, since December 31, 20182013, no attorney representing the Company Parent or any of its Subsidiaries, whether or not employed by the Company Parent or any of its Subsidiaries, has reported evidence of a violation of applicable Law that are securities Lawslaws, breach of fiduciary duty or similar violation by the Company Parent or any of its officers, directors, employees or agents to the CompanyParent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Parent Board or to the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company Parent policy contemplating such reporting, including in instances not . The principal executive officer and the principal financial officer of Parent have made all certifications required by those rulesthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Parent SEC Documents, and the statements contained in such certifications were complete and accurate as of the dates they were made.

Internal Controls and Procedures. (a) The Company has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the Company SEC Documents and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respectsCompany, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted transactions are being executed only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made access to assets is permitted only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 3128, 20202024, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control controls over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To The Company has made available to Parent (A) a summary of any such disclosure made by management to the Knowledge Company’s independent registered public accounting firm and audit committee since the date of its most recent audited financial statements and (B) any material communication made since the date of its most recent audited financial statements by management or the Company’s independent registered public accounting firm to the audit committee required or contemplated by listing standards of the CompanyNYSE, since December 31the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board (the “PCAOB”). In the last three years, 2018neither the Company nor its independent registered public accounting firm has identified any critical audit matters in accordance with AS 3101 promulgated by PCAOB. In the last three years, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from Company employees Continuing Employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company has established and Buyer Parent maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of “internal controls control over financial reporting reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act) that is effective in providing has been designed by, or under the supervision of, its 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 GAAP and includes that include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, Buyer Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company Buyer Parent are being made only in accordance with the authorizations of management and the directors of the Company, and Buyer Parent; (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyBuyer Parent’s assets that could have a be material effect on its to the Buyer Parent’s financial statements. The records, systems, controls, ; and (iv) provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Buyer Parent SEC Reports fairly presents the required information in all material respects and information has been prepared in accordance with the SEC’s rules and guidelines applicable thereto. (b) Buyer Parent maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Company and its Subsidiaries Exchange Act) that are used designed to ensure that information required to be disclosed by the Buyer Parent in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the systems SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Buyer Parent’s management as appropriate to allow timely decisions regarding required disclosure. Buyer Parent has carried out evaluations of the effectiveness of its disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control as required by Rule 13a-15 of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of Exchange Act and such disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, effective as of the date of this Agreement, to the Knowledge end of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the CompanyBuyer Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesmost recently completed fiscal quarter.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for of 2002 (the year ended December 31“S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures in accordance with Rule 13a-15 and, 2020to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such assessment concluded that such controls were effective. The Company has disclosed, report based on its such evaluation. Based on Parent’s management’s most recent recently completed evaluation of its Parent’s internal controls control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any except as set forth on Schedule 6.7, Parent had no significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting that are would reasonably likely be expected to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. As There are no outstanding loans or other extensions of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received credit made by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company Parent or any of its SubsidiariesSubsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not, whether or not employed by since the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) enactment of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Act, taken any Company policy contemplating such reporting, including in instances not required action prohibited by those rulesSection 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Internal Controls and Procedures. (a) The Company LTX-Credence has established and maintains disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such LTX-Credence’s disclosure controls and procedures are effective in providing reasonable assurance designed to ensure that all material information required to be disclosed by LTX-Credence in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to LTX-Credence’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and other public disclosure documents. 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (b) the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). The Company principal executive officer and principal financial officer of LTX-Credence have made all certifications required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC. LTX-Credence and each of its Subsidiaries has established and maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that reporting, which is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the LTX-Credence Financials) for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respectsLTX-Credence and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company LTX-Credence and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of the CompanyDirectors of LTX-Credence, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyLTX-Credence’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of the Company LTX-Credence and its Subsidiaries. To the Knowledge of LTX-Credence, since the date of LTX-Credence’s most recent periodic report filed with the SEC, neither LTX-Credence nor any of its Subsidiaries that are used (including any LTX-Credence Employee), nor LTX-Credence’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the systems design or operation of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct internal control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 utilized by LTX-Credence and its Subsidiaries, (B) any fraud, whether or not material, that involves LTX-Credence’s management or other LTX-Credence Employees, or (C) any claim or allegation regarding any of the ▇▇▇▇▇▇▇▇foregoing. In connection with the periods covered by the LTX-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls Credence Financials filed prior to the date of this Agreement, LTX-Credence has disclosed to the Company’s auditors and the audit committee of the Company Board, Verigy (iI) any significant all deficiencies and material weaknesses identified in writing by LTX-Credence or LTX-Credence’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize utilized by LTX-Credence and report financial information its Subsidiaries and (iiII) any fraud, whether or not material, that involves LTX-Credence’s management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statementsLTX-Credence Employees, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether claim or not employed by allegation regarding the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesforegoing.

Internal Controls and Procedures. (a) The Company Buyer Parent has established and maintains maintains, and at all times since January 1, 2024 has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required , designed to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statementsGAAP. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of Buyer Parent’s disclosure controls and procedures and of financial reporting controls and procedures described above are reasonably designed to ensure that all material information required to be disclosed by the Buyer Parent in the reports that it files or furnishes under the Exchange Act is recorded, storedprocessed, maintained summarized and operated under means that are under reported within the exclusive ownership time periods specified in the rules and direct control forms of the Company or a wholly owned Subsidiary of SEC, and that all such material information is accumulated and communicated to the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyBuyer Parent’s management has completed an assessment of as appropriate to allow timely decisions regarding required disclosure and to make the effectiveness of the Company’s internal controls over financial reporting certifications required pursuant to Section 404 Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for Act. Since January 1, 2024, the year ended December 31, 2020, Buyer Parent’s principal executive officer and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior principal financial officer have disclosed to the date of this Agreement, to the CompanyBuyer Parent’s auditors and the audit committee of the Buyer Parent’s board of directors (the material circumstances of which (if any) and significant facts learned during the preparation of such disclosure have been made available to the Company Board, prior to the date hereof) (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to recordreporting, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its Buyer Parent’s internal controls over financial reporting andand (iii) any written claim or allegation regarding clauses (i) or (ii). Since January 1, as of 2024 through the date of this Agreementhereof, to neither the Knowledge of Buyer Parent nor any Buyer Subsidiary has received any material, unresolved complaint, allegation, assertion or claim regarding the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matterspractices, have been received by the Company. To the Knowledge procedures, methodologies or methods of the Company, since December 31, 2018, no attorney representing the Company Buyer Parent or any of its Subsidiaries, whether Buyer Subsidiary or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulestheir respective internal accounting controls.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statementsS▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202019, and such assessment concluded that such controls were effective. The Company has disclosed, based Based on its most recent evaluation of its internal controls over financial reporting prior to the date Original Agreement Date, management of this Agreement, Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Board, Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Companyin any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control controls over financial reporting. As , in each case, that was disclosed to Parent’s auditors or the audit committee of the date of Parent Board in connection with its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its evaluation of internal controls over financial reporting and, as of the date of this Agreement, prior to the Knowledge Original Agreement Date. Parent maintains a system of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or auditing mattersspecific authorization, the reliability of financial reporting and no concerns from Company employees regarding questionable accounting the preparation of financial statements for external purposes in accordance with GAAP and the prevention or auditing matterstimely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of a material effect on its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesfinancial statements.

Internal Controls and Procedures. (a) The Company Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has established and maintains disclosure controls and procedures as made all certifications required by Rule 13a-15 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. Neither Parent nor any of its subsidiaries has outstanding (nor has arranged or modified since the enactment of SOX) any “extensions of credit” (within the meaning of Section 402 of SOX) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation ) of the Company’s filings with the SEC and other public disclosure documentsParent or any of its subsidiaries. (b) The Company Parent has established and maintains a system of internal accounting controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, accordance with management’s general or specific authorizations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, management’s general or specific authorization; and (iii) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data intervals and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected appropriate action is taken with respect to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated therebydifferences. (c) The CompanyParent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management has completed an assessment as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the effectiveness chief executive officer and chief financial officer of Parent required under the Company’s internal controls over financial reporting pursuant Exchange Act with respect to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effectivereports. The Company Parent has disclosed, based on its most recent evaluation of its internal such disclosure controls and procedures prior to the date of this Agreement, to the CompanyParent’s auditors and the audit committee of the Company Board, Board of Directors of Parent and on Section 4.6(c) of the Parent Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Companyin any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its Parent’s internal controls over financial reporting andreporting. (d) Since December 31, as 2004, (i) neither Parent nor any of the date of this Agreementits subsidiaries nor, to the Knowledge knowledge of the CompanyParent, nothing any director, officer, employee, auditor, accountant or representative of Parent or any of its subsidiaries has come to its attention that has caused it to believe that there are received or otherwise had or obtained knowledge of any material weaknesses complaint, allegation, assertion or significant deficiencies in such internal controls. To claim, whether written or oral, regarding the Knowledge accounting or auditing practices, procedures, methodologies or methods of the Company, since December 31, 2018, no material complaints from Parent or any source regarding accounting, of its subsidiaries or their respective internal accounting controls controls, including any material complaint, allegation, assertion or auditing matters, and no concerns from Company employees regarding claim that Parent or any of its subsidiaries has engaged in questionable accounting or auditing matterspractices, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, and (ii) no attorney representing the Company Parent or any of its Subsidiariessubsidiaries, whether or not employed by the Company Parent or any of its Subsidiariessubsidiaries, has reported evidence of a material violation of securities Lawslaws, breach of fiduciary duty or similar violation by the Company Parent or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) Board of the Company Board pursuant to the rules adopted pursuant to Section 307 Directors of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Parent or any Company policy contemplating such reporting, including in instances not required by those rulescommittee thereof or to any director or officer of Parent.

Internal Controls and Procedures. (a) The Company has established and Parent maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of “internal controls control over financial reporting reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act) that is effective in providing has been designed by, or under the supervision of, its 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 GAAP and includes that include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company Parent are being made only in accordance with the authorizations of management and the directors of the Company, and Parent; (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a be material effect on its to Parent’s financial statements. The records, systems, controls, ; and (iv) provide reasonable assurance that the interactive data in extensible business reporting language incorporated by reference in the Parent SEC Reports fairly presents the required information in all material respects and information has been prepared in accordance with the SEC’s rules and guidelines applicable thereto. (b) Parent maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Company and its Subsidiaries Exchange Act) that are used designed to ensure that information required to be disclosed by Parent in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the systems SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. Parent has carried out evaluations of the effectiveness of its disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control as required by Rule 13a-15 of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of Exchange Act and such disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, effective as of the date end of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the CompanyParent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesmost recently completed fiscal quarter.

Internal Controls and Procedures. (a) The Company Parent has established and maintains maintains, and since December 31, 2023, has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure, that all material information required to be disclosed by Parent in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statementsSarbanes-Oxley Act. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s system of internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇Sarbanes-▇▇▇▇▇ Oxley Act for the fiscal year ended December 31, 20202023, and such assessment concluded that such controls were effectiveeffective and Parent’s independent registered accountant has issued an attestation report concluding that Parent maintained effective internal control over financial reporting as of December 31, 2023. The Company Based on such evaluation, management of Parent has disclosed, based on its most recent evaluation of its internal controls prior disclosed to the date of this Agreement, to the CompanyParent’s auditors and the audit committee of the Company Board, Parent Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. As , and each such deficiency, weakness and fraud so disclosed to auditors or the audit committee of the date Parent Board of its most recent audited financial statementsDirectors, neither if any, has been disclosed to the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as prior to the date hereof. (b) As of the date of this Agreement, to Parent is in compliance in all material respects with all (i) the Knowledge provisions of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge Sarbanes-Oxley Act and (ii) current listing and corporate governance requirements of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents NYSE applicable to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesParent.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15(e) and (f) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to Parent’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and other public disclosure documents. (b) The Company maintains 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Without limiting the generality of the foregoing, Parent and its Subsidiaries maintain a system of internal accounting controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain sufficient to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for assets, that asset accountability; (c) access to assets is permitted only in accordance with authorizations of management management’s general or specific authorization; and directors of (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Parent has delivered to the Company complete and that receipts and expenditures accurate copies of the Company are being made only notices from its independent auditor of any significant deficiencies or material weaknesses in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting pursuant since December 31, 2003 and any other management letter or similar correspondence from any independent auditor of Parent or any of its Subsidiaries since December 31, 2002. Parent has implemented such programs and taken such steps as it believes are necessary to effect compliance with all provisions of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31that are applicable to Parent and has not received, 2020orally or in writing, and such assessment concluded any notification that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, independent auditor (i) any significant deficiencies and material weaknesses believes that Parent will not be able to complete its assessment before the reporting deadline, or, if completed, that it will not be completed in sufficient time for the design independent auditor to complete its assessment or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or will not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, be able to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesissue unqualified attestation reports with respect thereto.

Internal Controls and Procedures. (a) The Company LTX has established and maintains disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such LTX’s disclosure controls and procedures are effective in providing reasonable assurance designed to ensure that all material information required to be disclosed by LTX in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to LTX’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and other public disclosure documents. (b) 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company principal executive officer and principal financial officer of LTX have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC. LTX and each of its Subsidiaries has established and maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that reporting, which is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the LTX Financials) for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respectsLTX and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company LTX and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of the CompanyDirectors of LTX, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyLTX’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of the Company LTX and its Subsidiaries. To the Knowledge of LTX, since the date of LTX’s most recent Form 10-Q filed with the SEC, neither LTX nor any of its Subsidiaries that are used (including any LTX Employee), nor LTX’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the systems design or operation of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct internal control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 utilized by LTX and its Subsidiaries, (B) any fraud, whether or not material, that involves LTX’s management or other LTX Employees, or (C) any claim or allegation regarding any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for foregoing. In connection with the year ended December 31periods covered by the LTX Financials, 2020, and such assessment concluded that such controls were effective. The Company LTX has disclosed, based on its most recent evaluation of its internal controls prior disclosed to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant Credence all deficiencies and material weaknesses identified in writing by LTX or LTX’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize utilized by LTX and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures as required by defined in Rule 13a-15 under the Exchange ActAct and in National Instrument 52-109 –Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”). Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company ▇▇▇▇▇▇ is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC Parent Public Documents and other public disclosure documents. (b) The Company Parent maintains a system of internal controls over financial reporting (as defined in required by Rule 13a-15 under the Exchange ActAct and under NI 52-109) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP IFRS and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respectsParent, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP IFRS and to maintain accountability for assets, that transactions are being executed only in accordance with authorizations of management and directors of Parent and access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the CompanyParent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company Parent and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parent or a wholly owned Subsidiary of the Company Parent or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the CompanyParent’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 3129, 20202024, and such assessment concluded that such controls were effective. The Company Parent has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the CompanyParent’s auditors independent registered public accounting advisor and the audit committee of the Company Parent Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control controls over financial reporting. As of the date of its most recent audited financial statements, neither the Company Parent nor its auditors independent registered public accounting advisor had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the CompanyParent, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To In the Knowledge of last three years, neither Parent nor its independent registered public accounting advisor has identified any critical audit matters in accordance with AS-3101 promulgated by PCAOB. In the Company, since December 31, 2018last three years, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from Company employees of Parent or any of its Subsidiaries regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesParent.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information that would be required to be disclosed by the Company is recorded and reported on Parent in reports that a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 registrant files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202018, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors effective and the audit committee of the Company Board, did not identify any (iA) any “significant deficiencies and deficiency” or “material weaknesses weakness” in the design or operation of internal controls control over financial reporting that are reasonably likely to adversely affect (as defined in Rule 13a-15 or 15d-15, as applicable, of the Company’s ability to record, process, summarize and report financial information and Exchange Act) or (iiB) any fraud, whether fraud or not material, allegation of fraud that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its Such internal controls control over financial reporting andis designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of Parent, as of from January 1, 2017 through the date of this Agreement, to the Knowledge neither Parent nor any of the Company, nothing its Subsidiaries or any of their respective directors or officers has come to its attention that has caused it to believe that there are received any material weaknesses written complaint, allegation, assertion or significant deficiencies in such internal controls. To claim regarding the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matterspractices, have been received by the Company. To the Knowledge procedures or methodologies of the Company, since December 31, 2018, no attorney representing the Company Parent or any of its Subsidiaries, whether or not employed by the Company any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries, Subsidiaries has reported evidence of a violation of securities Laws, breach of fiduciary duty engaged in unlawful accounting or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesauditing practices.

Internal Controls and Procedures. Parent is in compliance in all material respects with all of the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the provisions of the Exchange Act and the Securities Act relating thereto which under the terms of such provisions (aincluding the dates by which such compliance is required) The Company have become applicable to Parent. Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has established and maintains disclosure controls and procedures as made all certifications required by Rule 13a-15 13a-14 or 15d-14 under the Exchange Act. Such disclosure controls Act or Sections 302 and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for and the year ended December 31, 2020, rules and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation regulations of its internal controls prior the SEC promulgated thereunder with respect to the date of this Agreement, to the Company’s auditors and the audit committee Parent SEC Documents. For purposes of the Company Boardpreceding sentence, (i) any significant deficiencies “principal executive officer” and material weaknesses “principal financial officer” shall have the meanings given to such terms in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of its most recent audited financial statements, neither the Company Neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its SubsidiariesSubsidiaries has outstanding, whether or not employed by has arranged any outstanding, “extensions of credit” to directors or executive officers within the Company or any meaning of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent has delivered or made available to the Company complete and accurate copies of notices received by Parent from its independent auditor of any significant deficiencies or material weaknesses in Parent’s internal control over financial reporting since January 1, 2008 and any other management letter or similar correspondence received by Parent since January 1, 2008 from any independent auditor of Parent or any Company policy contemplating of its Subsidiaries (at the time such reporting, including in instances not required by those rulesentities were Subsidiaries of Parent).

Internal Controls and Procedures. (a) The Company has established and Parent maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of “internal controls control over financial reporting reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act) that is effective in providing has been designed by, or under the supervision of, its 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 GAAP and includes that include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company Parent are being made only in accordance with the authorizations of management and the directors of the Company, and Parent; (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a be material effect on its to Parent’s financial statements. The records, systems, controls, ; and (iv) provide reasonable assurance that the interactive data in extensible business reporting language incorporated by reference in the SEC Reports fairly presents the required information in all material respects and information has been prepared in accordance with the SEC’s rules and guidelines applicable thereto. (b) Parent maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Company and its Subsidiaries Exchange Act) that are used designed to ensure that information required to be disclosed by Parent in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the systems SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. Parent has carried out evaluations of the effectiveness of its disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control as required by Rule 13a-15 of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of Exchange Act and such disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, effective as of the date end of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the CompanyParent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesmost recently completed fiscal quarter.

Internal Controls and Procedures. (a) The Company CCE has established and maintains “disclosure controls and procedures procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such CCE’s disclosure controls and procedures are effective in providing reasonable assurance that all material information required to be disclosed by CCE in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to CCE’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Section 302 and other public disclosure documents. (b) The Company maintains 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. CCE adheres to and enforces a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that which is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions Transactions and dispositions of the assets of the Company in all material respectsCCE and its Subsidiaries, (ii) provide reasonable assurance that transactions Transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of and, if required, the Company, CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information Assets of the Company CCE and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanySubsidiaries. CCE’s management has completed an its assessment of the effectiveness of the CompanyCCE’s internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202009, and such assessment concluded that such controls were effective. The Company has disclosedExcept as set forth on Section 4.7 of the CCE Disclosure Letter, based on its most recent evaluation of its internal controls prior neither CCE, nor to the date Knowledge of this AgreementCCE, to the CompanyCCE’s independent auditors and the audit committee has identified or been made aware of the Company Board, (iA) any significant deficiencies and deficiency or material weaknesses weakness, in each case which has not been subsequently remediated, in the design or operation system of internal controls control over financial reporting that are reasonably likely to adversely affect the Company’s ability to recordutilized by CCE and its Subsidiaries, processtaken as a whole, summarize and report financial information and or (iiB) any fraud, whether or not material, fraud that involves CCE’s management or other employees who have a significant role in the preparation of financial statements with financial reporting oversight or the internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received utilized by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesCCE.

Internal Controls and Procedures. (a) The Company has established and Parent maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of “internal controls control over financial reporting reporting” (as defined in Rule 13a-15 under 13a-15(f) of the Exchange Act) that is effective in providing has been designed by, or under the supervision of, its 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 GAAP and includes that include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company Parent are being made only in accordance with the authorizations of management and the directors of the Company, and Parent; (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyParent’s assets that could have a be material effect on its to Parent’s financial statements. The records, systems, controls, ; and (iv) provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in Parent SEC Documents fairly presents the required information in all material respects and information has been prepared in accordance with the SEC’s rules and guidelines applicable thereto. (b) Parent maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Company Exchange Act) that are designed to ensure that information required to be disclosed by Parent in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. Parent and its Subsidiaries that are used in management have carried out evaluations of the systems effectiveness of its disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control as required by Rule 13a-15 of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of Exchange Act and such disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, effective as of the date end of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the CompanyParent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesmost recently completed fiscal quarter.

Internal Controls and Procedures. (a) The Company Verigy has established and maintains disclosure controls and procedures and internal control over financial reporting, as such terms are defined in, and as required by Rule by, Rules 13a-15 and 15d-15 under the Exchange Act. Such Verigy’s disclosure controls and procedures are effective in providing reasonable assurance designed to ensure that all material information required to be disclosed by Verigy in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to Verigy’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and other public disclosure documents. (b) 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company principal executive officer and principal financial officer of Verigy have made all certifications required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC. Verigy and each of its Subsidiaries has established and maintains a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that reporting, which is effective in providing designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Verigy Financials) for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respectsVerigy and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company Verigy and its Subsidiaries are being made only in accordance with authorizations of management and directors the Board of the CompanyDirectors of Verigy, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyVerigy’s assets that could have a material effect on its the financial statements. The records, systems, controls, data and information statements of the Company Verigy and its Subsidiaries. To the Knowledge of Verigy, since the date of Verigy’s most recent periodic report filed with the SEC, neither Verigy nor any of its Subsidiaries that are used (including any Verigy Employee), nor Verigy’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness in the systems design or operation of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct internal control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 utilized by Verigy and its Subsidiaries, (B) any fraud, whether or not material, that involves Verigy’s management or other Verigy Employees, or (C) any claim or allegation regarding any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for foregoing. In connection with the year ended December 31, 2020, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of its internal controls periods covered by the Verigy Financials filed prior to the date of this Agreement, Verigy has disclosed to the Company’s auditors and the audit committee of the Company Board, LTX-Credence (iI) any significant all deficiencies and material weaknesses identified in writing by Verigy or Verigy’s independent auditors (whether current or former) in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize utilized by Verigy and report financial information its Subsidiaries and (iiII) any fraud, whether or not material, that involves Verigy’s management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statementsVerigy Employees, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether claim or not employed by allegation regarding the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesforegoing.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statementsS▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202019, and such assessment concluded that such controls were effective. The Company has disclosed, based Based on its most recent evaluation of its internal controls over financial reporting prior to the date hereof, management of this Agreement, Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Board, Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Companyin any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control controls over financial reporting. As , in each case, that was disclosed to Parent’s auditors or the audit committee of the date of Parent Board in connection with its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its evaluation of internal controls over financial reporting and, as of prior to the date hereof. Parent maintains a system of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or auditing mattersspecific authorization, the reliability of financial reporting and no concerns from Company employees regarding questionable accounting the preparation of financial statements for external purposes in accordance with GAAP and the prevention or auditing matterstimely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of a material effect on its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesfinancial statements.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure that all material information required to be disclosed by Parent in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202019, and such assessment concluded that such controls were effective. The Company has disclosed, based Based on its most recent evaluation of its internal controls over financial reporting prior to the date Original Agreement Date, management of this Agreement, Parent has disclosed to the CompanyParent’s auditors and the audit committee of the Company Board, Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Companyin any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control controls over financial reporting. As , in each case, that was disclosed to Parent’s auditors or the audit committee of the date of Parent Board in connection with its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its evaluation of internal controls over financial reporting and, as of the date of this Agreement, prior to the Knowledge Original Agreement Date. Parent maintains a system of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or auditing mattersspecific authorization, the reliability of financial reporting and no concerns from Company employees regarding questionable accounting the preparation of financial statements for external purposes in accordance with GAAP and the prevention or auditing matterstimely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of a material effect on its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesfinancial statements.

Internal Controls and Procedures. (a) The Company CCE has established and maintains “disclosure controls and procedures procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such CCE’s disclosure controls and procedures are effective in providing reasonable assurance that all material information required to be disclosed by CCE in the Company reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the CompanySEC, and that all such material information is accumulated and communicated to CCE’s filings with management as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Section 302 and other public disclosure documents. (b) The Company maintains 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. CCE adheres to and enforces a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that which is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes GAAP, including policies and procedures that (i) pertain to require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions Transactions and dispositions of the assets of the Company in all material respectsCCE and its Subsidiaries, (ii) provide reasonable assurance that transactions Transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assetsGAAP, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company CCE and its Subsidiaries are being made only in accordance with appropriate authorizations of management and directors of and, if required, the Company, CCE Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information Assets of the Company CCE and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanySubsidiaries. CCE’s management has completed an its assessment of the effectiveness of the CompanyCCE’s internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202009, and such assessment concluded that such controls were effective. The Company has disclosedExcept as set forth on Section 4.7 of the CCE Disclosure Letter, based on its most recent evaluation of its internal controls prior neither CCE, nor to the date Knowledge of this AgreementCCE, to the CompanyCCE’s independent auditors and the audit committee has identified or been made aware of the Company Board, (iA) any significant deficiencies and deficiency or material weaknesses weakness, in each case which has not been subsequently remediated, in the design or operation system of internal controls control over financial reporting that are reasonably likely to adversely affect the Company’s ability to recordutilized by CCE and its Subsidiaries, processtaken as a whole, summarize and report financial information and or (iiB) any fraud, whether or not material, fraud that involves CCE’s management or other employees who have a significant role in the preparation of financial statements with financial reporting oversight or the internal control over financial reporting. As of the date of its most recent audited financial statements, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received utilized by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesCCE.

Internal Controls and Procedures. (a) The Company Parent has established and maintains maintains, and since December 31, 2023, has maintained, disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such Parent’s disclosure controls and procedures are effective in providing reasonable assurance reasonably designed to ensure, that all material information required to be disclosed by Parent in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 reports that it files or furnishes under the Exchange Act) that Act is effective recorded, processed, summarized and reported within the time periods specified in providing reasonable assurance regarding the reliability of financial reporting rules and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions forms of the assets SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or a wholly owned Subsidiary of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyParent’s management has completed an assessment of the effectiveness of the CompanyParent’s system of internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 20202023, and such assessment concluded that such controls were effectiveeffective and Parent’s independent registered accountant has issued an attestation report concluding that Parent maintained effective internal control over financial reporting as of December 31, 2023. The Company Based on such evaluation, management of Parent has disclosed, based on its most recent evaluation of its internal controls prior disclosed to the date of this Agreement, to the CompanyParent’s auditors and the audit committee of the Company Board, Parent Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. As , and each such deficiency, weakness and fraud so disclosed to auditors or the audit committee of the date Parent Board of its most recent audited financial statementsDirectors, neither if any, has been disclosed to the Company nor its auditors had identified any significant deficiencies or material weaknesses in its internal controls over financial reporting and, as prior to the date hereof. (b) As of the date of this Agreement, to Parent is in compliance in all material respects with all (i) the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rulesand (ii) current listing and corporate governance requirements of the NYSE applicable to Parent.

Internal Controls and Procedures. (a) The Company Parent has established and maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains a system of internal controls control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that is effective in providing reasonable assurance regarding as required by Rule 13a-15 and Rule 15d-15 under the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company in all material respects, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, that access to assets is permitted only in accordance with authorizations of management and directors of the Company and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyExchange Act. Parent’s assets that could have a material effect on its financial statements. The records, systems, controls, data and information of the Company and its Subsidiaries that are used in the systems of disclosure controls and procedures and of financial reporting controls and procedures described above are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, storedprocessed, maintained summarized and operated under means that are under reported within the exclusive ownership time periods specified in the rules and direct control forms of the Company or a wholly owned Subsidiary SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company or its accountants, except as would not reasonably be expected to adversely affect or disrupt, in any material respect, the Company’s systems of disclosure controls and procedures and of financial reporting controls and procedures or the reports generated thereby. (c) The CompanyS▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of the CompanyParent’s internal controls control over financial reporting pursuant to in compliance with the requirements of Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 20202014, and such assessment concluded that such controls were effective. The Company No executive officer of Parent has disclosedfailed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act with respect to any Parent SEC Document, based on its most recent evaluation except as disclosed in certifications filed with the Parent SEC Documents. Neither Parent nor any of its internal controls prior to executive officers has received notice from any Governmental Entity challenging or questioning the date accuracy, completeness, form or manner of this Agreement, to filing of such certifications. Since the Company’s auditors and the audit committee enactment of the Company BoardSarbanes Oxley Act, (i) neither Parent nor any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. As of the date of its most recent audited financial statements, neither Subsidiaries has made or permitted to remain outstanding any prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Company nor its auditors had identified any significant deficiencies Exchange Act) or material weaknesses in its internal controls over financial reporting and, as director of the date of this Agreement, to the Knowledge of the Company, nothing has come to its attention that has caused it to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, since December 31, 2018, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. To the Knowledge of the Company, since December 31, 2018, no attorney representing the Company Parent or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Company policy contemplating such reporting, including in instances not required by those rules.