Common use of Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting Clause in Contracts

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company and the Subsidiary have established, maintain and evaluate “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), which (i) are designed to ensure that material information relating to the Company is made known to the Company’s and the Subsidiary’s principal executive officer and its principal financial officer by others within those entities, (ii) have been evaluated for effectiveness as of the end of the last fiscal period covered by the Prospectus Supplement and the Prospectus, and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. There are no significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s or the Subsidiary’s ability to record, process, summarize, and report financial data to management and the Board of Directors of the Company. The Company is not aware of any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or the Subsidiary’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company and the Subsidiary have established, maintain and evaluate “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15(e13a-15 (e) and 15d-15(e) under of the Exchange Act), which (i) are designed to ensure that material information relating to comply with the Company is made known to the Company’s and the Subsidiary’s principal executive officer and its principal financial officer by others within those entities, (ii) have been evaluated for effectiveness as requirements of the end Exchange Act; except as otherwise disclosed in the Registration Statement, the Time of the last fiscal period covered by the Sale Prospectus Supplement and the Prospectus, and (iii) such disclosure controls and procedures are effective effective. Except as disclosed in all material respects to perform the functions for which they were established. There are no in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (a) the Company has not been advised of (1) any significant deficiencies and material weaknesses in the design or operation of internal controls which that could adversely affect the Company’s or ability of the Subsidiary’s ability Company to record, process, summarize, summarize and report financial data to management data, or any material weaknesses in internal controls and the Board of Directors of the Company. The Company is not aware of (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (b) since that date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the SubsidiaryCompany’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.control over financial reporting

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company and the Subsidiary have established, maintain and evaluate “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15(e13a-15 (e) and 15d-15(e) under of the Exchange Act)) that comply with the requirements of the Exchange Act and, which (i) are designed to ensure that material information relating except to the Company is made known to extent that the material weaknesses identified in the Registration Statement and the Prospectus impair the effectiveness of the Company’s disclosure controls and the Subsidiary’s principal executive officer and its principal financial officer by others within those entitiesprocedures, (ii) have been evaluated for effectiveness as of the end of the last fiscal period covered by the Prospectus Supplement and the Prospectus, and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. There are no Since the date of the latest audited financial statements included in the Registration Statement and the Prospectus, (i) the Company has not been advised of (A) any significant deficiencies and material weaknesses in the design or operation of internal controls which that could adversely affect the Company’s or ability of the Subsidiary’s ability Company to record, process, summarize, summarize and report financial data to management data, or any material weaknesses in internal controls, except as otherwise disclosed in the Registration Statement and the Board of Directors of the Company. The Company is not aware of Prospectus, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) since that date, except as otherwise disclosed in the Registration Statement and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the SubsidiaryCompany’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknessescontrol over financial reporting.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company has established and the Subsidiary have established, maintain and evaluate maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) Rules 13a-15 and 15d-15(e) 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s and the Subsidiary’s principal chief executive officer and its principal chief financial officer of the Company by others within those entitiesthe Company or any of its subsidiaries, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; (ii) have been evaluated by management of the Company for effectiveness as of the end of the last Company’s most recent fiscal period covered by the Prospectus Supplement and the Prospectus, quarter; and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. There are no Since January 1, 2023, the Company’s auditors and the board of directors of the Company (the “Board”) have not been advised of: (i) any significant deficiencies and or material weaknesses in the design or operation of internal controls which could adversely affect the Company’s or the Subsidiary’s ability to record, process, summarize, and report financial data to management data; and the Board of Directors of the Company. The Company is not aware of (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or the Subsidiary’s internal controls; and since . Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Subsidiary have establishedProspectus, maintain the Company has established and evaluate “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15(e) Rules 13a-15 and 15d-15(e) 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company Company, including its consolidated subsidiaries, is made known to the Company’s and the Subsidiary’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the last Company’s most recent fiscal period covered by the Prospectus Supplement and the Prospectus, quarter; and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. There are Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies and or material weaknesses weakness in the design or operation of internal controls which could adversely affect the Company’s internal control over financial reporting (whether or not remediated) and no change in the SubsidiaryCompany’s ability internal control over financial reporting that has materially affected, or is reasonably likely to recordmaterially affect, processthe Company’s internal control over financial reporting. Except as otherwise disclosed in the Registration Statement, summarize, and report financial data to management the Time of Sale Prospectus and the Board of Directors of Prospectus, the Company. The Company is not aware of any fraudchange in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, whether or not materialis reasonably likely to materially affect, that involves management or other employees who have a role in the Company’s or the Subsidiary’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknessescontrol over financial reporting.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company has established and the Subsidiary have established, maintain and evaluate “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15(e) Rules 13a-15 and 15d-15(e) 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, and required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is made known communicated to the Company’s and the Subsidiary’s principal executive officer and its principal financial officer by others within those entities, as appropriate to allow timely decisions regarding required disclosure; (ii) have been evaluated by management of the Company for effectiveness as of the end of the last Company’s most recent fiscal period covered by quarter; and (iii) except as otherwise disclosed in the Prospectus Supplement Registration Statement and the Prospectus, and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. There are Except as otherwise disclosed in the Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies and or material weaknesses in the design Company’s internal control over financial reporting (whether or operation of internal controls which could adversely affect not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or the Subsidiary’s ability is reasonably likely to recordmaterially affect, process, summarize, and report financial data to management and the Board of Directors of the Company’s internal control over financial reporting. The Company is not aware of any fraudchange in its internal control over financial reporting (other than as may be otherwise disclosed in the Registration Statement or the Prospectus) that has occurred during its most recent fiscal quarter that has materially affected, whether or not materialis reasonably likely to materially affect, that involves management or other employees who have a role in the Company’s or the Subsidiary’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknessescontrol over financial reporting.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company Except as otherwise disclosed in the Registration Statement and the Subsidiary have establishedProspectus, maintain the Company has established and evaluate “maintains disclosure controls and procedures” procedures (as such term is defined in Rule Exchange Act Rules 13a-15(e) and 15d-15(e) under )), that complies with the requirements of the Exchange Act), which (i) are Act and that has been designed to ensure that material information relating required to be disclosed by the Company Company, including its consolidated subsidiaries, in reports that it files or submits under the Exchange Act is made known recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s and the Subsidiary’s principal executive officer management as appropriate to allow timely decisions regarding required disclosure. The Company and its principal financial officer by others within those entities, (ii) subsidiaries have been evaluated for effectiveness as carried out evaluations of the end effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the last fiscal period covered by the Prospectus Supplement Exchange Act and the Prospectus, and (iii) concluded that such disclosure controls and procedures are effective were effective. Except as disclosed in all material respects to perform the functions for which they were established. There Registration Statement or Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting (whether or not remediated). The Company’s independent auditors and the Audit Committee of the Board of Directors of the Company have been advised of (i) all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which could adversely affect the Company’s or the Subsidiary’s ability to record, process, summarize, summarize and report financial data to management data, and the Board of Directors of the Company. The Company is not aware of (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or internal control over financial reporting. Since December 31, 2021, there has been no change in the SubsidiaryCompany’s internal controls; and since control over financial reporting that has materially affected, or is reasonably likely to materially affect, the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in Company’s internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknessescontrol over financial reporting.

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company and the Subsidiary have established, maintain and evaluate “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), which (i) are designed to ensure that material information relating to the Company is made known to the Company’s and the Subsidiary’s principal executive officer and its principal financial officer by others within those entities, (ii) have been evaluated for effectiveness as of the end of the last fiscal period covered by the Time of Sale Prospectus Supplement and the Prospectus, and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. There are no significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s or the Subsidiary’s ability to record, process, summarize, and report financial data to management and the Board of Directors of the Company. The Company is not aware of any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or the Subsidiary’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.