Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. (a) Since January 1, 2016, CFC has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC SEC Reports”). Each of the CFC SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC Reports. (b) CFC has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFC’s auditors and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ.

Securities Laws Matters. (a) Since January 1, 2016, CFC Buyer has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC Buyer SEC Reports”). Each of the CFC Buyer SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC Buyer SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC Buyer SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Buyer Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Buyer SEC Reports. (b) CFC Buyer has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Buyer has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a13a-15 (a) under the Exchange Act. CFC Buyer has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFCBuyer’s auditors and the audit committee of the CFC Buyer Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFCBuyer’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFCBuyer’s internal controls over financial reporting. Since January 1, 20152016, neither CFC Buyer nor any of the CFC Buyer Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Buyer or any CFC Buyer Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Buyer or any CFC Buyer Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC Buyer has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer.

Securities Laws Matters. (a) Parent Common Stock is registered pursuant to the Exchange Act and with NASDAQ. Neither the SEC nor any Governmental Entity has issued any order preventing or suspending trading of any securities of Parent, and Parent is in compliance in all material respects with the Securities Act. (b) Parent is in compliance in all material respects with the requirements of NASDAQ for continued listing of its shares of common stock thereon. Parent has not taken any action designed to terminate, or, to the knowledge of Parent, likely to have the effect of terminating, the registration of its shares of common stock under the Exchange Act or the listing of such shares on NASDAQ. (c) Trading in Parent Common Stock on NASDAQ is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of Parent is pending or, to the Knowledge of Parent, threatened. To the Knowledge of Parent, as of the date of this Agreement, no inquiry, review or investigation of Parent by the SEC or similar regulatory authority and NASDAQ is in effect or ongoing or expected to be implemented or undertaken. (d) Except as required by the SEC or NASDAQ, neither Parent nor any of its Subsidiaries is subject to continuous disclosure or other public reporting requirements under any securities Laws. (e) Since January 1, 20162018, CFC Parent has timely filed or furnished all forms, documents and reports Parent SEC Reports required to be filed or furnished with the SEC by Parent under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus applicable securities laws and the Form S-4, rules and policies of NASDAQ. The documents in the “CFC SEC Reports”). Each of the CFC Parent SEC Reports, as at the respective dates filed, were in each case compliance in all material respects with the applicable securities Laws and, where applicable, the rules and policies of NASDAQ. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act in respect of any Parent SEC Report. (f) None of the documents in the Parent SEC Reports, as of its filing or furnishing date, ortheir respective dates (and, if amended, as finally amended or superseded prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to hereof, then on the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC SEC Reports, when such document was filed or furnished or, if amended, as finally amended prior to the date of this Agreementfurnished), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None , except that no representation is made as to the accuracy of any financial projections or forward-looking statements or the CFC Subsidiaries are completeness of any information filed or ever have been required furnished by Parent to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC solely for the purposes of complying with respect to any of the CFC SEC Reports. (b) CFC has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) Regulation FD promulgated under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFC’s auditors and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ.

Securities Laws Matters. (a) Since January 1the date of becoming a reporting company with the SEC, 2016, CFC Talmer has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4, the “CFC Talmer SEC Reports”). Each of the CFC Talmer SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC Talmer SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC Talmer SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Talmer Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Talmer SEC Reports. (b) CFC Talmer has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Talmer has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC Talmer has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFCTalmer’s auditors and the audit committee of the CFC Talmer Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFCTalmer’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFCTalmer’s internal controls over financial reporting. Since January 1, 20152012, neither CFC Talmer nor any of the CFC Talmer Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Talmer or any CFC Talmer Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Talmer or any CFC Talmer Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016the date of becoming a reporting company with the SEC, subject to any applicable grace periods, CFC Talmer has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Talmer.

Securities Laws Matters. (ai) Since January 1, 2016, CFC has filed or furnished all forms, documents and reports With respect to any Company SEC Reports required to be filed or furnished by Company with the SEC filed since January 1, 2010, each of the principal executive officer and principal financial officer of Company (or each former principal executive officer and principal financial officer of Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Securities Act or the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (collectively with the “Xxxxxxxx-Xxxxx Act”) and any amendments thereto, but excluding related rules and regulations promulgated by the Joint Proxy Statement/Prospectus SEC and the Form S-4NYSE, the “CFC SEC Reports”). Each of the CFC SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, statements contained in any such certifications are complete and none of the CFC SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date correct. For purposes of this Agreement, contained any untrue statement of a material fact or omitted “principal executive officer” and “principal financial officer” shall have the meanings given to state a material fact required to be stated therein or necessary in order to make the statements therein, such terms in the light of the circumstances under which they were made, not misleading. None of the CFC Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC ReportsXxxxxxxx-Xxxxx Act. (bii) CFC has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC has established and Company maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFC’s auditors and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls control over financial reporting (as defined in Rule 13a-15(f) of 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes. (iii) Based solely on Company’s management’s most recently completed evaluation of Company’s internal control over financial reporting, Company does not have Knowledge of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Company’s internal controls and procedures which are would reasonably likely be expected to adversely affect CFCCompany’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. (iv) Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Company is recorded and reported on a timely basis to the individuals responsible for the preparation of Company’s filings with the SEC and other public disclosure documents. (iiv) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and Company is in compliance material compliance, with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable all current listing and corporate governance rules and regulations requirements of NASDAQthe NYSE.

Securities Laws Matters. (a) Since January 1, 20162012, CFC Chemical has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4, the “CFC Chemical SEC Reports”). Each of the CFC Chemical SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC Chemical SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC Chemical SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Chemical Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Chemical SEC Reports. (b) CFC Chemical has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Chemical has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC Chemical has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFCChemical’s auditors and the audit committee of the CFC Chemical Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFCChemical’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFCChemical’s internal controls over financial reporting. Since January 1, 20152012, neither CFC Chemical nor any of the CFC Chemical Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Chemical or any CFC Chemical Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Chemical or any CFC Chemical Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 20162012, subject to any applicable grace periods, CFC Chemical has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Chemical.

Securities Laws Matters. (a) Parent Common Stock is registered pursuant to the Exchange Act and with NASDAQ. Neither the SEC nor any Governmental Entity has issued any order preventing or suspending trading of any securities of Parent, and Parent is in compliance in all material respects with the Securities Act. (b) Parent is in compliance in all material respects with the requirements of NASDAQ for continued listing of its shares of common stock thereon. Parent has not taken any action designed to terminate, or, to the knowledge of Parent, likely to have the effect of terminating, the registration of its shares of common stock under the Exchange Act or the listing of such shares on NASDAQ. (c) Trading in Parent Common Stock on NASDAQ is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of Parent is pending or, to the Knowledge of Parent, threatened. To the Knowledge of Parent, as of the date of this Agreement, no inquiry, review or investigation of Parent by the SEC or similar regulatory authority and NASDAQ is in effect or ongoing or expected to be implemented or undertaken. (d) Except as required by the SEC or NASDAQ, neither Parent nor any of its Subsidiaries is subject to continuous disclosure or other public reporting requirements under any securities Laws. (e) Since January 1, 20162018, CFC Parent has timely filed or furnished all forms, documents and reports Parent SEC Reports required to be filed or furnished with the SEC by Parent under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus applicable securities laws and the Form S-4, rules and policies of NASDAQ. The documents in the “CFC SEC Reports”). Each of the CFC Parent SEC Reports, as at the respective dates filed, were in each case compliance in all material respects with the applicable securities Laws and, where applicable, the rules and policies of NASDAQ. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act in respect of any Parent SEC Report. (f) None of the documents in the Parent SEC Reports, as of its filing or furnishing date, ortheir respective dates (and, if amended, as finally amended or superseded prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to hereof, then on the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC SEC Reports, when such document was filed or furnished or, if amended, as finally amended prior to the date of this Agreementfurnished), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None , except that no representation is made as to the accuracy of any financial projections or forward-looking statements or the CFC Subsidiaries are completeness of any information filed or ever have been required furnished by Parent to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC solely for the purposes of complying with respect to any of the CFC SEC Reports. (b) CFC has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) Regulation FD promulgated under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFC’s auditors and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ.

Securities Laws Matters. (ai) Since January 1The Company (which for purposes of this paragraph (i) does not include its subsidiaries) is a “reporting issuer” or equivalent thereof in each of the provinces of Canada within the meaning of Securities Laws, 2016is not on the list of reporting issuers in default under the Securities Laws in any jurisdiction in which the Company is a reporting issuer and is not in default of any material requirements of any applicable Securities Laws. None of the subsidiaries of the Company, CFC the Joint Ventures or FT Services is subject to continuous or periodic disclosure requirements under Securities Laws. No delisting, suspension of trading in or cease trading order with respect to any securities of the Company or, to the knowledge of the Company, the Joint Ventures or FT Services, and no inquiry or investigation (formal or informal) of any Securities Authority or the Exchange is in effect or, to the knowledge of the Company, pending or threatened or expected to be implemented or undertaken. The Company has filed or furnished with the Securities Authorities and the Exchange true and complete copies of all forms, reports, press releases, annual information forms, material change reports, financial statements, management’s discussion and analysis, disclosures, offering documents and reports other documents required to be filed by the Company, in the manner and in the time frames required pursuant to Securities Laws (such documents are referred to herein as the “Company Public Documents”, and for the purposes of this Section 3.1(l)(i) are limited to the Company Public Documents publicly filed since January 1, 2010) and the Company Public Documents comply in all material respects with the requirements of applicable Securities Laws, including, if applicable, the requirement that the Company Public Documents not contain, at the time filed with or furnished with the SEC under to the Securities Act or the Exchange Act (collectively with any amendments theretoAuthorities, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC SEC Reports”). Each of the CFC SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were made, . The Company has not misleading. None of the CFC Subsidiaries are or ever have been required to file periodic reports filed any confidential material change report with the SEC. As of Securities Authorities which at the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC Reportshereof remains confidential. (bii) CFC The Company has established and maintains disclosure controls and procedures within the meaning of applicable Securities Laws. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files under applicable Securities Laws are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Authorities and that all such material information is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to applicable Securities Laws. (as such term is defined in Rule 13a-15(eiii) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC The Company has established and maintains a system of internal controls control over financial reporting (as such term is defined in Rule 13a-15(f) under within the Exchange Act) as required by Rule 13a-15(a) under the Exchange Actmeaning of applicable Securities Laws. CFC has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFC’s auditors and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its Such internal controls control over financial reporting (as defined in Rule 13a-15(f) is designed to provide reasonable assurance regarding the reliability of the Exchange Act) which are reasonably likely to adversely affect CFCCompany’s ability to recordfinancial reporting and the preparation of Company financial statements for external purposes in accordance with IFRS. Other than as set out in the Disclosure Letter, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since since January 1, 20152010, neither CFC nor any the Company nor, to the knowledge of the CFC Subsidiaries Company, any director, officer, employee, auditor, accountant or representative of the Company, its subsidiaries, the Joint Ventures or FT Services has Knowledge received or otherwise had or obtained knowledge of any written material complaint, allegation, assertion or claim claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of CFC the Company, its subsidiaries, the Joint Ventures or any CFC Subsidiary or their respective internal accounting controls, FT Services including any written material complaint, allegation, assertion or claim that CFC the Company, its subsidiaries, the Joint Ventures or any CFC Subsidiary FT Services has engaged in questionable accounting or auditing practices, which, if true, would constitute had a significant deficiency or a “material weakness. Since January 1” as such terms are defined in applicable Securities Laws, 2016, subject to any applicable grace periods, CFC has been and is in its internal control over financial reporting. (iv) The management of the Company completed its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with (A) the requirements of applicable provisions Securities Laws for the year ended December 31, 2010, and such assessment concluded that such controls were effective. The Company disclosed, based on the most recent evaluations, to the Company’s auditors and the audit committee of the Sarbanes Oxley Board of Directors (i) all significant deficiencies in the design or operation of internal control over financial reporting and any material weaknesses, that have more than a remote chance to materially and adversely affect the Company’s ability to record, process, summarize and report financial data as defined in applicable Securities Laws and (ii) any fraud, regardless of whether material, that involves management or other employees who have or had a significant role in the Company’s internal controls over financial reporting. (v) The Company is a “foreign private issuer” (as such term is defined in Rule 3b-4(c) under the 0000 Xxx) and the Company is not an investment company registered or required to be registered under the Investment Company Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ1940, as amended.

Securities Laws Matters. (a) Since January 1, 2016, CFC has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC SEC Reports”). Each of the CFC SEC ReportsCompany, Prefco, Xxxx Aliant GP and Xxxx Aliant LP is a “reporting issuer” under Securities Laws in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, provinces of Canada in which such concept exists and none of the CFC SEC ReportsCompany, when filed Prefco, Xxxx Aliant GP or furnished or, if amended, as finally amended prior to Xxxx Aliant LP are on the list of reporting issuers in default under Securities Laws. (b) The Common Shares and the Preferred Shares are listed and posted for trading on the TSX and neither the Common Shares nor the Preferred Shares is listed or quoted on any other stock exchange. (c) As of the date of this Agreement, contained neither the Company, Prefco nor any of their respective directors or officers is subject to any delisting, suspension of trading in or cease trading or other order that may operate to prevent or restrict trading in the Common Shares or the Preferred Shares. (d) Since January 1, 2011 the Company, Prefco, Xxxx Aliant GP and Xxxx Aliant LP have filed with all applicable Securities Regulatory Authorities, the TSX and all applicable self-regulatory organizations true and complete copies of the Public Documents that the Company, Prefco, Xxxx Aliant GP and Xxxx Aliant LP are required to file therewith. The Public Documents filed since January 1, 2011 did not at the time filed with the applicable Securities Regulatory Authorities contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in the light of the circumstances under in which they were made, not misleadingand complied in all material respects with the requirements of applicable Securities Laws. None of the CFC Subsidiaries are Company, Prefco, Xxxx Aliant GP or ever Xxxx Aliant LP have been required to file periodic reports filed any confidential material change report with the SEC. As of any Governmental Entity which at the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC ReportsAgreement remains confidential. (b) CFC has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFC’s auditors and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ.

Securities Laws Matters. (a) 4.33.1 Since January 1, 20162010, CFC Mercantile has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC "Mercantile SEC Reports”"). Each of the CFC Mercantile SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those CFC Mercantile SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC Mercantile SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Mercantile Subsidiaries are or ever have has been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Mercantile SEC Reports. (b) CFC 4.33.2 Mercantile has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Mercantile has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC Mercantile has disclosed, based on its most recent evaluation prior to the date of this AgreementPlan of Merger, to CFCMercantile’s auditors and the audit committee of the CFC Mercantile Board of Directors (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFCMercantile’s ability to record, process, summarize and report financial information and (iib) any fraud that involves management or other employees who have a significant role in CFCMercantile’s internal controls over financial reporting. Since January 1, 20152010, neither CFC Mercantile nor any of the CFC Mercantile Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Mercantile or any CFC Mercantile Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Mercantile or any CFC Mercantile Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 20162010, subject to any applicable grace periods, CFC Mercantile has been and is in compliance with (Ai) the applicable provisions of the Sarbanes Oxley Act of 2002 and (Bii) the applicable listing and corporate governance rules and regulations of NASDAQ, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Mercantile Material Adverse Effect.

Securities Laws Matters. (a) Since January 1, 2016, CFC Parent has filed with or furnished to, as applicable, in a timely manner all forms, documents and reports that Parent was required to be filed file with or furnished with furnish to the SEC under (including exhibits and schedules thereto and all other information incorporated by reference) pursuant to Section 12(b) of the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC SEC ReportsDocuments”). Each True, correct, and complete copies of all the CFC SEC Reports, in each case as Documents are publicly available on XXXXX. As of its their respective filing or furnishing datedates, or, if amended, as finally amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively) all documents filed by Parent with respect to those CFC the SEC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations of the SEC promulgated thereunder. None of the SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or furnished superseded by a subsequent filing prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC SEC Reports, when filed or furnished or, if amendedhereof, as finally amended prior to of the date of this Agreement, the last such amendment or superseding filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Subsidiaries are SEC Documents is the subject of ongoing SEC review or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, outstanding SEC investigation and there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC Reports. (b) CFC has established and maintains disclosure controls and procedures (as such term Documents. None of Parent's Subsidiaries is defined in Rule 13a-15(e) under required to file or furnish any forms, reports, or other documents with the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC has established and maintains internal controls over financial reporting (as such term SEC. Parent Common Stock is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosed, based on its most recent evaluation prior registered pursuant to the date of this Agreement, to CFC’s auditors and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(fSection 12(b) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ability to record, process, summarize Act and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reportinglisted on the NASDAQ Capital Market. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC Parent has been and is currently in compliance in all material respects with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the all applicable listing and corporate governance rules of the NASDAQ Capital Market and regulations has taken no action designed to, or likely to have the effect of, terminating the registration of NASDAQParent Common Stock under the Securities Act or delisting the Parent Common Stock from the NASDAQ Capital Market, nor has Parent received any notification that the SEC or the NASDAQ Capital Market is contemplating terminating such registration or listing. Parent is not registered and is not required to be registered as an “investment company” under the United States Investment Company Act of 1940.

Securities Laws Matters. (a) 4.14.1 Since January 121, 20162021, CFC Purchaser has filed or furnished all forms, documents and reports and amendments thereto required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments theretocollectively, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC "Purchaser SEC Reports”"), and has paid all fees and assessments due and payable in connection therewith. Each of the CFC Purchaser SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to the date Plan of this Agreement)Merger, has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and published rules and regulations of the SEC, and none of the CFC Purchaser SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreementfurnished, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Purchaser Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Purchaser SEC Reports. (b) CFC 4.14.2 Purchaser has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Purchaser has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC Purchaser has disclosed, based on its most recent evaluation prior to the date of this AgreementPlan of Merger, to CFC’s Purchaser's auditors and the audit committee of the CFC Purchaser Board of Directors (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s Purchaser's ability to record, process, summarize and report financial information and (iib) any fraud that involves management or other employees who have a significant role in CFC’s Purchaser's internal controls over financial reporting. Since January 1, 20152021, neither CFC Purchaser nor any of the CFC Purchaser Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Purchaser or any CFC Purchaser Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Purchaser or any CFC Purchaser Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 20162021, subject to any applicable grace periods, CFC Purchaser has been and is in compliance with (Aa) the applicable provisions of the Sarbanes Oxley Act of 2002 SOX and (Bb) the applicable listing and corporate governance rules and regulations of NASDAQNasdaq, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Securities Laws Matters. (a) 4.34.1 Since January 1, 2016, CFC ChoiceOne has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC "ChoiceOne SEC Reports”"). Each of the CFC ChoiceOne SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those CFC ChoiceOne SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC ChoiceOne SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC ChoiceOne Subsidiaries are or ever have has been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC ChoiceOne SEC Reports. (b) CFC 4.34.2 ChoiceOne has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC ChoiceOne has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC ChoiceOne has disclosed, based on its most recent evaluation prior to the date of this AgreementPlan of Merger, to CFC’s ChoiceOne's auditors and the audit committee of the CFC ChoiceOne Board of Directors (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ChoiceOne's ability to record, process, summarize and report financial information and (iib) any fraud that involves management or other employees who have a significant role in CFC’s ChoiceOne's internal controls over financial reporting. Since January 1, 2015, neither CFC Neither ChoiceOne nor any of the CFC ChoiceOne Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim claim, in each case since January 1, 2013, regarding the accounting or auditing practices, procedures, methodologies or methods of CFC ChoiceOne or any CFC ChoiceOne Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC ChoiceOne or any CFC ChoiceOne Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 20162013, subject to any applicable grace periods, CFC ChoiceOne has been and is in compliance with (Ai) the applicable provisions of the Sarbanes Oxley Act of 2002 and (Bii) the applicable listing and corporate governance rules and regulations of NASDAQthe OTC Pink marketplace, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a ChoiceOne Material Adverse Effect.

Securities Laws Matters. (a) Since January 1The Company is a “reporting issuer” or equivalent in each of the provinces of Canada within the meaning of Securities Laws, 2016is not on the list of reporting issuers in default under the Securities Laws in any jurisdiction in which the Company is a reporting issuer and is not in default of any material requirements of any applicable Securities Laws. The Subsidiaries of the Company are not subject to continuous or periodic disclosure requirements under Securities Laws. No delisting, CFC suspension of trading in or cease trading order with respect to any securities of the Company, and no inquiry or investigation (formal or informal) of any Securities Authority or the Exchange is in effect or, to the knowledge of the Company, pending or threatened or expected to be implemented or undertaken. The Company has filed or furnished with the Securities Authorities and the Exchange true and complete copies of all forms, reports, press releases, annual information forms, material change reports, financial statements, management’s discussion and analysis, disclosures, offering documents and reports other documents required to be filed by the Company, in the manner and in the time frames required pursuant to Securities Laws, and the Company Public Documents since December 31, 2010 comply in all material respects with the requirements of applicable Securities Laws, including, if applicable, the requirement that such Company Public Documents not contain, at the time filed with or furnished with the SEC under to the Securities Act or the Exchange Act (collectively with any amendments theretoAuthorities, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC SEC Reports”). Each of the CFC SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were made, . The Company has not misleading. None of the CFC Subsidiaries are or ever have been required to file periodic reports filed any confidential material change report with the SEC. As of Securities Authorities which at the date of this Agreement, there hereof remains confidential. There are no material outstanding or unresolved comments received in comment letters from the SEC any Securities Authority with respect to any of the CFC SEC ReportsCompany Public Documents filed by the Company since December 31, 2010 and neither the Company nor any of such Company Public Documents is subject of an ongoing audit, review, comment or investigation by any Securities Authority or the Exchange. (b) CFC has established and maintains disclosure controls and procedures The Company is a “foreign private issuer” (as such term is defined in Rule 13a-15(e3b-4(c) under the Exchange Act0000 Xxx) as and the Company is not an investment company registered or required by Rule 13a-15(a) to be registered under the Exchange Act, and CFC has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFC’s auditors and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Investment Company Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ1940, as amended.

Securities Laws Matters. (a) Since January 1The Parent Shares are registered pursuant to Section 12(b) of the Exchange Act and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of Parent, 2016, CFC has filed or furnished and Parent is in compliance in all forms, documents material respects with applicable requirements under the Exchange Act and reports required to be filed or furnished the Securities Act. (b) Parent is in compliance in all material respects with the SEC requirements of the NYSE for continued listing of the Parent Shares thereon. Parent has not taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Parent Shares under the Securities Exchange Act or the Exchange Act listing of such shares on the NYSE. (collectively with any amendments theretoc) Trading in Parent Shares on the NYSE is not currently halted or suspended. No delisting, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC SEC Reports”). Each suspension of the CFC SEC Reports, in each case as of its filing trading or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (cease trading order with respect to those CFC SEC Reports filed or furnished prior the Parent Shares is pending or, to the knowledge of Purchaser, threatened. To the knowledge of Parent, as of the date of this Agreement), has complied as to form with no inquiry, review or investigation (formal or informal) of Parent by any securities commission or similar regulatory authority under the applicable requirements of Exchange Act or the Securities Act or by the NYSE is in effect or ongoing or expected to be implemented or undertaken. (d) For the past four (4) years, Parent has timely filed all forms, reports, statements and documents, including financial statements and management’s discussion and analysis required to be filed by Parent under the Exchange Act or the Securities Act, as the case may be and the rules and policies of the NYSE (the “SEC Filings”). The documents in the Parent Public Disclosure Record, as at the respective dates filed, were in compliance in all material respects with the Exchange Act, the Securities Act and, where applicable, the rules and none policies of the CFC SEC ReportsNYSE. (e) None of the documents in the Parent Public Disclosure Record, when filed or furnished oras of their respective dates (and, if amended, as finally amended or superseded by a filing prior to the date hereof, then on the date of this Agreementsuch filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC Reports. (b) CFC has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFC’s auditors and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ.

Securities Laws Matters. (a) 4.20.1 Since January 1, 20162021, CFC Purchaser has filed or furnished all forms, documents and reports and amendments thereto required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments theretocollectively, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC "Purchaser SEC Reports”"), and has paid all fees and assessments due and payable in connection therewith. Each of the CFC Purchaser SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to the date Plan of this Agreement)Merger, has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and published rules and regulations of the SEC, and none of the CFC Purchaser SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreementfurnished, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Purchaser Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, no executive officer of Purchaser has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the SOX. As of the date of this Plan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Purchaser SEC Reports. (b) CFC 4.20.2 Purchaser has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Purchaser has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC Purchaser has disclosed, based on its most recent evaluation prior to the date of this AgreementPlan of Merger, to CFCPurchaser’s auditors and the audit committee of the CFC Purchaser Board of Directors (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFCPurchaser’s ability to record, process, summarize and report financial information and (iib) any fraud that involves management or other employees who have a significant role in CFCPurchaser’s internal controls over financial reporting. Since January 1, 20152021, neither CFC Purchaser nor any of the CFC Purchaser Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Purchaser or any CFC Purchaser Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Purchaser or any CFC Purchaser Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 20162021, subject to any applicable grace periods, CFC Purchaser has been and is in compliance with (Aa) the applicable provisions of the Sarbanes Oxley Act of 2002 SOX and (Bb) the applicable listing and corporate governance rules and regulations of NASDAQNasdaq, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. As of the date of this Plan of Merger, to the Knowledge of Purchaser, there is no reason to believe that Xxxxxxxxx’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the SOX, without qualification, when next due and for so long as this Plan of Merger continues in existence.

Securities Laws Matters. (a) Since January 1, 20162021, CFC XXXX has filed or furnished with the SEC all forms, documents and reports required to be filed with or furnished to with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC XXXX SEC Reports”). Each of the CFC XXXX SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC XXXX SEC Reports filed or furnished prior to the date of this Agreement), has complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC Reports. (b) CFC has established Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in or incorporated by reference into the XXXX SEC Reports, in each case at the time of filing: (i) complied in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (ii) was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC for quarterly reports on Form 10-Q); and (iii) fairly presented in all material respects the consolidated financial position and the results of operations, changes in stockholders’ equity, and cash flows of XXXX and its consolidated subsidiaries as of the respective dates of and for the periods referred to in such financial statements, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments. (c) XXXX maintains disclosure controls and procedures (as such term is defined in required by Rule 13a-15(e) 13a-15 or Rule 15d-15 under the Exchange Act) Act and such controls and procedures were, as of the most recent management evaluation as required by Rule 13a-15(a) under the Exchange Actapplicable SEC rules, effective to ensure that all material information concerning XXXX and CFC has established and maintains internal controls over financial reporting (as such term its consolidated subsidiaries is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosed, based made known on its most recent evaluation prior a timely basis to the date individuals responsible for the preparation of this Agreement, to CFC’s auditors XXXX’x SEC filings and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQpublic disclosure documents.

Securities Laws Matters. (a) 3.33.1 Since January 1, 20162010, CFC Firstbank has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC Firstbank SEC Reports”). Each of the CFC Firstbank SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those CFC Firstbank SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC Firstbank SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Firstbank Subsidiaries are or ever have has been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Firstbank SEC Reports. (b) CFC 3.33.2 Firstbank has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Firstbank has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC Firstbank has disclosed, based on its most recent evaluation prior to the date of this AgreementPlan of Merger, to CFCFirstbank’s auditors and the audit committee of the CFC Firstbank Board of Directors (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFCFirstbank’s ability to record, process, summarize and report financial information and (iib) any fraud that involves management or other employees who have a significant role in CFCFirstbank’s internal controls over financial reporting. Since January 1, 20152010, neither CFC Firstbank nor any of the CFC Firstbank Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Firstbank or any CFC Firstbank Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Firstbank or any CFC Firstbank Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 20162010, subject to any applicable grace periods, CFC Firstbank has been and is in compliance with (Ai) the applicable provisions of the Sarbanes Oxley Act of 2002 and (Bii) the applicable listing and corporate governance rules and regulations of NASDAQ, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Firstbank Material Adverse Effect.

Securities Laws Matters. (a) 4.14.1 Since January 121, 20162021, CFC Purchaser has filed or furnished all forms, documents and reports and amendments thereto required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments theretocollectively, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC "Purchaser SEC Reports”"), and has paid all fees and assessments due and payable in connection therewith. Each of the CFC Purchaser SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to the date Plan of this Agreement)Merger, has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and published rules and regulations of the SEC, and none of the CFC Purchaser SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreementfurnished, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Purchaser Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Purchaser SEC Reports. (b) CFC 4.14.2 Purchaser has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Purchaser has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC Purchaser has disclosed, based on its most recent evaluation prior to the date of this AgreementPlan of Merger, to CFCPurchaser’s auditors and the audit committee of the CFC Purchaser Board of Directors (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFCPurchaser’s ability to record, process, summarize and report financial information and (iib) any fraud that involves management or other employees who have a significant role in CFCPurchaser’s internal controls over financial reporting. Since January 1, 20152021, neither CFC Purchaser nor any of the CFC Purchaser Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Purchaser or any CFC Purchaser Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Purchaser or any CFC Purchaser Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 20162021, subject to any applicable grace periods, CFC Purchaser has been and is in compliance with (Aa) the applicable provisions of the Sarbanes Oxley Act of 2002 SOX and (Bb) the applicable listing and corporate governance rules and regulations of NASDAQNasdaq, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Securities Laws Matters. (a) 4.33.1 Since January 1, 20162010, CFC Mercantile has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC Mercantile SEC Reports”). Each of the CFC Mercantile SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those CFC Mercantile SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC Mercantile SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Mercantile Subsidiaries are or ever have has been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Mercantile SEC Reports. (b) CFC 4.33.2 Mercantile has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Mercantile has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC Mercantile has disclosed, based on its most recent evaluation prior to the date of this AgreementPlan of Merger, to CFCMercantile’s auditors and the audit committee of the CFC Mercantile Board of Directors (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFCMercantile’s ability to record, process, summarize and report financial information and (iib) any fraud that involves management or other employees who have a significant role in CFCMercantile’s internal controls over financial reporting. Since January 1, 20152010, neither CFC Mercantile nor any of the CFC Mercantile Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Mercantile or any CFC Mercantile Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Mercantile or any CFC Mercantile Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 20162010, subject to any applicable grace periods, CFC Mercantile has been and is in compliance with (Ai) the applicable provisions of the Sarbanes Oxley Act of 2002 and (Bii) the applicable listing and corporate governance rules and regulations of NASDAQ, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Mercantile Material Adverse Effect.

Securities Laws Matters. (a) Since January 1, 2016, CFC has filed or furnished all forms, documents and reports required to be filed or furnished The Company is in compliance with the SEC rules and regulations promulgated under the Securities Xxxxxxxx-Xxxxx Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus of 2002 and the Form S-4rules and regulations adopted by the SEC in connection therewith (collectively, the “CFC SEC ReportsXxxxxxxx-Xxxxx Act”)) and will remain in compliance with the Xxxxxxxx-Xxxxx Act at all times through the Closing Date. Each The Company maintains adequate internal controls over financial reporting (as such term is defined in Section 404 of the CFC SEC ReportsXxxxxxxx-Xxxxx Act) which provide assurance that (i) transactions are executed with management’s authorization, in each case (ii) transactions are recorded as necessary to permit the preparation of its filing or furnishing datethe financial statements of the Company and to maintain accountability for the Company’s assets, or, if amended, as finally amended prior (iii) access to the date Company’s assets is permitted only in accordance with management’s authorization, (iv) the reporting of this Agreement the Company’s assets is compared with its existing assets at regular intervals, and (with respect v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to those CFC SEC Reports filed or furnished prior effect the collection thereof on a current and timely basis. The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act Company’s auditors and the Exchange ActBoard (i) all significant deficiencies in the design or operation of internal controls over financial reporting which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified to the Company’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has heretofore made available to Purchaser copies of, all written descriptions of, and none of the CFC SEC Reportsall policies, when filed or furnished ormanuals and other documents promulgating, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC Reportssuch internal controls over financial reporting. (b) CFC The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) 13a-14 or 15a-14 under the Exchange Act and Section 404 of the Xxxxxxxx-Xxxxx Act) as ); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and its principal financial officer by others within the Company; and, to the Company’s knowledge, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required by Rule 13a-15(a) under to be included in the Exchange Act, and CFC has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as Company’s periodic reports required by Rule 13a-15(a) under the Exchange Act. CFC The Company has disclosedheretofore made available to Purchaser copies of, based all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. (c) With respect to each annual report on its most recent evaluation prior to Form 10-KSB, each quarterly report on Form 10-QSB and each amendment of any such report included in the date of this AgreementSEC Reports filed since July 30, to CFC’s auditors 2002, the chief executive officer and the audit committee chief financial officer of the CFC Board (i) Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance related rules and regulations of NASDAQpromulgated by the SEC, and the statements contained in any such certifications are complete and correct.

Securities Laws Matters. (a) 3.33.1 Since January 1, 20162010, CFC Firstbank has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC "Firstbank SEC Reports”"). Each of the CFC Firstbank SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those CFC Firstbank SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC Firstbank SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Firstbank Subsidiaries are or ever have has been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Firstbank SEC Reports. (b) CFC 3.33.2 Firstbank has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Firstbank has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC Firstbank has disclosed, based on its most recent evaluation prior to the date of this AgreementPlan of Merger, to CFCFirstbank’s auditors and the audit committee of the CFC Firstbank Board of Directors (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFCFirstbank’s ability to record, process, summarize and report financial information and (iib) any fraud that involves management or other employees who have a significant role in CFCFirstbank’s internal controls over financial reporting. Since January 1, 20152010, neither CFC Firstbank nor any of the CFC Firstbank Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Firstbank or any CFC Firstbank Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Firstbank or any CFC Firstbank Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 20162010, subject to any applicable grace periods, CFC Firstbank has been and is in compliance with (Ai) the applicable provisions of the Sarbanes Oxley Act of 2002 and (Bii) the applicable listing and corporate governance rules and regulations of NASDAQ, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Firstbank Material Adverse Effect.

Securities Laws Matters. (ai) Since January 1, 2016, CFC has filed or furnished all forms, documents and reports With respect to any Company SEC Reports required to be filed or furnished by Company with the SEC filed since January 1, 2010, each of the principal executive officer and principal financial officer of Company (or each former principal executive officer and principal financial officer of Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Securities Act or the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (collectively with the "Xxxxxxxx-Xxxxx Act") and any amendments thereto, but excluding related rules and regulations promulgated by the Joint Proxy Statement/Prospectus SEC and the Form S-4NYSE, the “CFC SEC Reports”). Each of the CFC SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, statements contained in any such certifications are complete and none of the CFC SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date correct. For purposes of this Agreement, contained any untrue statement of a material fact or omitted "principal executive officer" and "principal financial officer" shall have the meanings given to state a material fact required to be stated therein or necessary in order to make the statements therein, such terms in the light of the circumstances under which they were made, not misleading. None of the CFC Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC ReportsXxxxxxxx-Xxxxx Act. (bii) CFC has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC has established and Company maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFC’s auditors and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls control over financial reporting (as defined in Rule 13a-15(f) of 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes. (iii) Based solely on Company's management's most recently completed evaluation of Company's internal control over financial reporting, Company does not have Knowledge of any "significant deficiencies" or "material weaknesses" (as defined by the Public Company Accounting Oversight Board) in the design or operation of Company's internal controls and procedures which are would reasonably likely be expected to adversely affect CFC’s Company's ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. (iv) Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Company is recorded and reported on a timely basis to the individuals responsible for the preparation of Company's filings with the SEC and other public disclosure documents. (iiv) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and Company is in compliance material compliance, with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable all current listing and corporate governance rules and regulations requirements of NASDAQthe NYSE.

Securities Laws Matters. (a) 3.30.1 Since January 121, 20162021, CFC Company has filed or furnished all forms, documents and reports and amendments thereto required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments theretocollectively, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC "Company SEC Reports”"), and has paid all fees and assessments due and payable in connection therewith. Each of the CFC Company SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those CFC Company SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and published rules and regulations of the SEC promulgated thereunder, and none of the CFC Company SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Company Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Company SEC Reports. (b) CFC 3.30.2 Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Company has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC Each of the certifications and statements relating to the Company SEC Reports required by: (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (ii) 18 U.S.C. §1350 (Section 906 of the SOX); or (iii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Reports is accurate and complete, and complies as to form in all material respects with all applicable Laws. Company has disclosed, based on its most recent evaluation prior to the date of this AgreementPlan of Merger, to CFC’s Company's auditors and the audit committee of the CFC Company Board of Directors (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s Company's ability to record, process, summarize and report financial information and (iib) any fraud that involves management or other employees who have a significant role in CFC’s Company's internal controls over financial reporting. Since January 1, 20152021, neither CFC Company nor any of the CFC Company Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Company or any CFC Company Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Company or any CFC Company Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 20162021, subject to any applicable grace periods, CFC Company has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 SOX and (B) the applicable listing and corporate governance rules and regulations of NASDAQNasdaq, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. To the Knowledge of Company, there is no reason that Company's outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX, without qualification, when next due.

Securities Laws Matters. (ai) Since January 1, 2016, CFC has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC The Company is a "reporting issuer" under the applicable Canadian Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC SEC Reports”). Each Laws in each of the CFC SEC Reportsprovinces of Canada in which such concept exists and is not in default of any material requirements of any Securities Laws applicable in such jurisdictions or stock exchange on which its securities are listed for trading. No delisting, suspension of trading in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (cease trading order with respect to those CFC SEC Reports filed or furnished prior the Company Shares is pending or, to the date of this Agreement), has complied as to form with the applicable requirements knowledge of the Company, threatened. The documents comprising the BCE Current Public Disclosure Record did not at the time filed with Securities Act and the Exchange ActAuthorities, and none of the CFC SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, not misleading in the light of the circumstances under which they were made. The Company has timely filed with the Securities Authorities all material forms, not misleading. None of the CFC Subsidiaries are or ever have been reports, schedules, statements and other documents required to file periodic reports be filed by the Company with the SECSecurities Authorities since December 31, 2005. As of The Company has not filed any confidential material change report which at the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC Reportshereof remains confidential. (bii) CFC The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) 13a-15 under the Exchange 1934 Act) as ). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company's principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required by Rule 13a-15(a) under the Exchange Act, 1934 Act are being prepared. (iii) The Company and CFC has its Subsidiaries have established and maintains maintain a system of internal control over financial reporting. Such internal controls over are designed to provide reasonable assurance regarding the reliability of the Company's financial reporting (as such term is defined and the preparation of Company financial statements for external purposes in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Actaccordance with GAAP. CFC has disclosed, based Based on its most recent evaluation of internal controls prior to the date of this Agreementhereof, the Company has disclosed to CFC’s its auditors and the audit committee of the CFC Board (ix) any that there were no significant deficiencies and or material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which that are reasonably likely to adversely affect CFC’s the Company's ability to record, process, summarize and report financial information and (iiy) any fraud that there was no fraud, whether or not material, that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ.

Securities Laws Matters. (a) Parent has delivered or made available to the Company accurate and complete copies of all Parent SEC Reports filed by Parent with the SEC since January 1, 2021 other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. Parent has made available to the Company true and complete copies of all correspondence (including comment letters, written inquiries and enforcement correspondences), other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since January 1, 2021, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent except for such comment letters and responses to such comment letters that are publicly accessible through XXXXX, and will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after the date of this Agreement. As of the date of this Agreement, Xxxxxx has timely responded to all comment letters of the staff of the SEC relating to the Parent SEC Reports, and the SEC has not advised Parent that any final responses are inadequate, insufficient, or otherwise non-responsive. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or Nasdaq with respect to Parent SEC Reports. To the Knowledge of Parent, as of the date of this Agreement, none of the Parent SEC Reports is the subject of an ongoing SEC review. (b) Parent Common Stock is registered pursuant to the Exchange Act. Neither the SEC nor any Governmental Entity has issued any order preventing or suspending trading of any securities of Parent, and Parent is in compliance in all material respects with the Securities Act. To the Knowledge of Parent, as of the date of this Agreement, no inquiry, review, or investigation of Parent by the SEC is in effect or ongoing or expected to be implemented or undertaken. (c) Except as required by the SEC or NASDAQ, neither Parent nor any of its Subsidiaries is subject to continuous disclosure or other public reporting requirements under any securities Laws. (d) The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Reports since January 1, 2021: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, except as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present, in all material respects, the financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of Parent for the periods covered thereby. Other than as expressly disclosed in the Parent SEC Reports filed since January 1, 2021, there has been no material change in Parent’s accounting methods or principles that would be required to be disclosed in Parent’s financial statements in accordance with GAAP. (e) Parent’s independent registered public accounting firm has at all times since the date of enactment of the Xxxxxxxx-Xxxxx Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) to the Knowledge of Parent, “independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of Parent, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (f) Since January 1, 20162021, CFC there have been no formal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, principal accounting officer or general counsel of Parent, the Parent Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the Xxxxxxxx-Xxxxx Act. (g) Parent maintains, and at all times since January 1, 2021, has maintained, a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures are made only in accordance with authorizations of management and the Parent Board, (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on Parent’s financial statements and (iv) that Parent maintains records in reasonable detail that accurately and fairly reflect the transactions and dispositions of the assets of Parent and any of its Subsidiaries. Parent has evaluated the effectiveness of Parent’s internal control over financial reporting as of September 30, 2023, and, to 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 (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Parent has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent’s auditors and audit committee (and has described in Section 4.03(g) of the Parent Disclosure Letter) (A) all material weaknesses and all significant deficiencies, if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves Parent, any of its Subsidiaries, Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Parent and its Subsidiaries or (C) any claim or allegation regarding any of the foregoing. Parent has not identified, based on its most recent evaluation of internal control over financial reporting, any significant deficiencies or material weaknesses in the design or operation of Parent’s internal control over financial reporting. (h) Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by Parent in the periodic reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods, 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 by Sections 302 of the Xxxxxxxx-Xxxxx Act of 2002. (i) Parent has not been and is not currently a “shell company” as defined under Section 12b-2 of the Exchange Act. (j) Since January 1, 2021, Parent has timely filed or furnished all forms, documents and reports Parent SEC Reports required to be filed or furnished with the SEC by Parent under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus applicable securities laws and the Form S-4, rules and policies of NASDAQ. The documents in the “CFC SEC Reports”). Each of the CFC Parent SEC Reports, as at the respective dates filed, were in each case compliance in all material respects with the applicable securities Laws and, where applicable, the rules and policies of NASDAQ. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act in respect of any Parent SEC Report. (k) None of the documents in the Parent SEC Reports, as of its filing or furnishing date, ortheir respective dates (and, if amended, as finally amended or superseded prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to hereof, then on the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC SEC Reports, when such document was filed or furnished or, if amended, as finally amended prior to the date of this Agreementfurnished), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None , except that no representation is made as to the accuracy of any financial projections or forward-looking statements or the CFC Subsidiaries are completeness of any information filed or ever have been required furnished by Parent to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC solely for the purposes of complying with respect to any of the CFC SEC Reports. (b) CFC has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) Regulation FD promulgated under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosed, based on its most recent evaluation prior to the date of this Agreement, to CFC’s auditors and the audit committee of the CFC Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in CFC’s internal controls over financial reporting. Since January 1, 2015, neither CFC nor any of the CFC Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC or any CFC Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC or any CFC Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 2016, subject to any applicable grace periods, CFC has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ.

Securities Laws Matters. (a) Since January October 1, 20162022, CFC Buyer has filed with or furnished to, as applicable, the SEC all forms, documents and reports and amendments thereto required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4collectively, the “CFC Buyer SEC Reports”). Each of the CFC Buyer SEC Reports, in each case as of its filing or furnishing date, or, if amendedamended or superseded, as finally amended prior to of the date of this Agreement (with respect to those CFC SEC Reports filed the last amendment or furnished prior to the date of this Agreement)superseding filing, has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and published rules and regulations of the SEC thereunder applicable to such Buyer SEC Reports, and none of the CFC Buyer SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreementfurnished, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Buyer Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreementhereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Buyer SEC Reports. (b) CFC Buyer has established and maintains “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Buyer has established and maintains “internal controls control over financial reporting reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC has disclosedNeither Buyer nor, based on its most recent evaluation prior to the date knowledge of this AgreementBuyer, to CFCXxxxx’s auditors and the audit committee independent registered public accounting firm has identified or been made aware of the CFC Board (ia) any significant deficiencies and deficiency or material weaknesses weakness in the design or operation system of its internal controls control over financial reporting utilized by Buyer or any Buyer Subsidiary that has not been subsequently remediated or (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFC’s ability to record, process, summarize and report financial information and (iib) any fraud that involves management or other employees who have a significant role in CFCBuyer’s internal controls over financial reporting. Since January To the knowledge of Buyer, since October 1, 20152022, neither CFC nor any of the CFC Subsidiaries there has Knowledge of any been no written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Buyer or any CFC Buyer Subsidiary or their respective internal accounting controls, controls (including any written complaint, allegation, assertion or claim that CFC Buyer or any CFC Buyer Subsidiary has engaged in questionable accounting or auditing practices), which, if true, would constitute a significant deficiency or a material weakness. Since January October 1, 20162022, subject to any applicable grace periods, CFC Buyer has been and is in compliance with (Aa) the applicable provisions of the Sarbanes Oxley Xxxxxxxx-Xxxxx Act of 2002 2002, as amended, and (Bb) the applicable listing and corporate governance rules and regulations of NASDAQThe Nasdaq Global Select Market, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

Securities Laws Matters. (a) 3.30.1 Since January 121, 20162021, CFC Company has filed or furnished all forms, documents and reports and amendments thereto required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments theretocollectively, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC "Company SEC Reports”"), and has paid all fees and assessments due and payable in connection therewith. Each of the CFC Company SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those CFC Company SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and published rules and regulations of the SEC promulgated thereunder, and none of the CFC Company SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Company Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Company SEC Reports. (b) CFC 3.30.2 Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and CFC Company has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. CFC Each of the certifications and statements relating to the Company SEC Reports required by: (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (ii) 18 U.S.C. §1350 (Section 906 of the SOX); or (iii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Reports is accurate and complete, and complies as to form in all material respects with all applicable Laws. Company has disclosed, based on its most recent evaluation prior to the date of this AgreementPlan of Merger, to CFCCompany’s auditors and the audit committee of the CFC Company Board of Directors (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CFCCompany’s ability to record, process, summarize and report financial information and (iib) any fraud that involves management or other employees who have a significant role in CFCCompany’s internal controls over financial reporting. Since January 1, 20152021, neither CFC Company nor any of the CFC Company Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CFC Company or any CFC Company Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that CFC Company or any CFC Company Subsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1, 20162021, subject to any applicable grace periods, CFC Company has been and is in compliance with (A) the applicable provisions of the Sarbanes Oxley Act of 2002 SOX and (B) the applicable listing and corporate governance rules and regulations of NASDAQNasdaq, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. To the Knowledge of Company, there is no reason that Company’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX, without qualification, when next due.