Common use of Internal Controls; Disclosure Controls and Procedures Clause in Contracts

Internal Controls; Disclosure Controls and Procedures. (a) The Company maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) access to assets is permitted only in accordance with management’s general or specific authorization; and (C) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has disclosed to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) 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. (b) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Such disclosure controls and procedures are designed to ensure that information relating to the Company required to be disclosed in the Company’s periodic and current reports under the Exchange Act, is made known to the Company’s chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of the Company have evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (c) Since January 1, 2008, (i) neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any Company Subsidiary or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company or any Company Subsidiary. (d) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s or such Company Subsidiary’s filed financial statements or other Company SEC Documents.

Internal Controls; Disclosure Controls and Procedures. (a) The Company maintains RDE and each of its Subsidiaries have established and maintain a system of “internal controls over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed sufficient to provide reasonable assurances that (A) transactions are executed assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with management’s general or specific authorizationsGAAP, including policies and procedures that: (a) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of RDE and its Subsidiaries; (Bb) access provide reasonable assurance that transactions are recorded as necessary to assets is permitted permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of RDE and its Subsidiaries are being made only in accordance with managementappropriate authorizations of RDE’s general or specific authorizationmanagement and board of directors; and (Cc) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has disclosed to the Company’s auditors and the audit committee provide assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company Board (A) any significant deficiencies assets of RDE and material weaknesses in the design or operation of internal controls over financial reporting that adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) 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 reportingits Subsidiaries. (b) The Company has established and maintains RDE’s “disclosure controls and procedures procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under of the Exchange Act). Such disclosure controls and procedures ) are designed to ensure that all information relating to the Company (both financial and non-financial) required to be disclosed by RDE in the Company’s periodic and current reports that it files or submits under the Exchange ActAct is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is made known accumulated and communicated to the CompanyRDE’s chief executive officer and its chief financial officer by others within those entities management as appropriate to allow timely decisions regarding required disclosures as required under disclosure and to make the Exchange Act. The certifications of the chief executive officer and chief financial officer of RDE required under the Company have evaluated the effectiveness of the Company’s disclosure controls and procedures andExchange Act with respect to such reports. Neither RDE nor, to the extent required by applicable LawRDE’s Knowledge, presented in any applicable Company SEC Document that is a report on Form 10-K RDE’s independent registered public accounting firm has identified or Form 10-Q, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (c) Since January 1, 2008, been made aware of: (i) neither any significant deficiency or material weakness in the Company nor any Company Subsidiary nor, to the Knowledge system of the Company, any director, officer, employee, auditor, accountant internal control over financial reporting utilized by RDE and its Subsidiaries that has not been subsequently remediated; or representative of the Company or any Company Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company any fraud that involves RDE’s management or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of other employees who have a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any Company Subsidiary or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company or any Company Subsidiary. (d) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary role in the Company’s or such Company Subsidiary’s filed preparation of financial statements or other Company SEC Documentsthe internal control over financial reporting utilized by RDE and its Subsidiaries.

Internal Controls; Disclosure Controls and Procedures. (a) The Company maintains Giftify and each of its Subsidiaries have established and maintain a system of “internal controls over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed sufficient to provide reasonable assurances that (A) transactions are executed assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with management’s general or specific authorizationsGAAP, including policies and procedures that: (a) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Giftify and its Subsidiaries; (Bb) access provide reasonable assurance that transactions are recorded as necessary to assets is permitted permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of Giftify and its Subsidiaries are being made only in accordance with managementappropriate authorizations of Giftify’s general or specific authorizationmanagement and board of directors; and (Cc) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has disclosed to the Company’s auditors and the audit committee provide assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company Board (A) any significant deficiencies assets of Giftify and material weaknesses in the design or operation of internal controls over financial reporting that adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) 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 reportingits Subsidiaries. (b) The Company has established and maintains Giftify’s “disclosure controls and procedures procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under of the Exchange Act). Such disclosure controls and procedures ) are designed to ensure that all information relating to the Company (both financial and non-financial) required to be disclosed by Giftify in the Company’s periodic and current reports that it files or submits under the Exchange ActAct is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is made known accumulated and communicated to the CompanyGiftify’s chief executive officer and its chief financial officer by others within those entities management as appropriate to allow timely decisions regarding required disclosures as required under disclosure and to make the Exchange Act. The certifications of the chief executive officer and chief financial officer of Giftify required under the Company have evaluated the effectiveness of the Company’s disclosure controls and procedures andExchange Act with respect to such reports. Neither Giftify nor, to the extent required by applicable LawGiftify’s Knowledge, presented in any applicable Company SEC Document that is a report on Form 10-K Giftify’s independent registered public accounting firm has identified or Form 10-Q, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (c) Since January 1, 2008, been made aware of: (i) neither any significant deficiency or material weakness in the Company nor any Company Subsidiary nor, to the Knowledge system of the Company, any director, officer, employee, auditor, accountant internal control over financial reporting utilized by Giftify and its Subsidiaries that has not been subsequently remediated; or representative of the Company or any Company Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company any fraud that involves Giftify’s management or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of other employees who have a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any Company Subsidiary or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company or any Company Subsidiary. (d) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary role in the Company’s or such Company Subsidiary’s filed preparation of financial statements or other Company SEC Documentsthe internal control over financial reporting utilized by Giftify and its Subsidiaries.