(gg) Disclosure Controls. The Company maintains an effective system of
disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms, including controls and procedures designed to ensure that such information is accumulated and
communicated to the Companys management as appropriate to allow timely decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15
of the Exchange Act and such disclosure controls and procedures were effective as of the end of the Companys most recently completed fiscal quarter.
(hh) Compliance with Environmental Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable
foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (Environmental Laws), (ii)
have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the
aggregate, reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole. There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities
to third parties) which would, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole.
(ii) Intellectual Property. Except as would not reasonably be expected to have a material adverse effect, the Company and its
Subsidiaries own or possess or have the right to use, or can acquire on commercially reasonable terms, adequate rights to use all material patents, patent rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names, domain names and other source indicators, and other intellectual property
and similar rights, including registrations and applications for registration thereof (collectively Intellectual Property Rights) necessary to the conduct of the business as described in the Registration Statement and the
Prospectus, now operated or currently contemplated to be conducted by them. Each material application or registration owned by or exclusively licensed to the Company or its Subsidiaries is being diligently prosecuted, and all other material
Intellectual Property Rights owned by or exclusively licensed to the Company or its Subsidiaries is being diligently maintained. Except as described in the Registration Statement or the Prospectus, to the Companys Knowledge, neither the
Company nor any of its Subsidiaries has infringed, misappropriated, or otherwise violated the Intellectual Property Rights of any third party in any material respect, and neither the manufacture of, nor the use or sale of, any of the Companys
or any of its Subsidiaries products or contemplated products would infringe or otherwise violate the Intellectual Property Rights of any third party in any material respect. Except as disclosed in the Registration Statement or the Prospectus,
and except as would not, individually or in the aggregate, have a material adverse effect on the Company or any of its Subsidiaries, (i) to the Companys Knowledge, there are no rights of third parties to any of the Intellectual Property
Rights owned or purported to be owned by the Company or its Subsidiaries except for rights explicitly granted to third parties through licenses granted by the Company, (ii) to the Companys Knowledge, there is no material infringement,
misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual Property Rights of the Company or any
of its Subsidiaries, (iii) none of the Intellectual Property Rights used or held for use by the Company or any of its Subsidiaries has been obtained or is being used or held for use by the Company or any of its Subsidiaries in material
violation of any contractual obligation binding on the Company or any of its Subsidiaries or, to the Companys Knowledge, in violation of any rights of any third party, (iv) the Company and its Subsidiaries have taken reasonable steps in
accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any Subsidiary is contingent upon maintaining the confidentiality thereof, (v) to the
Companys Knowledge, all Intellectual Property Rights owned by or exclusively licensed to the Company or any of its Subsidiaries are valid and enforceable, and (vi) there is no pending or, to the Companys Knowledge, threatened
action, suit, proceeding or claim by any third party (A) challenging the Companys or any of its Subsidiaries rights in or to, or alleging the violation of any of the terms of, any of the Companys or its Subsidiaries
Intellectual Property Rights, (B) challenging the validity, enforceability or scope of any Intellectual Property Rights owned by or exclusively licensed to the Company or any of its Subsidiaries, or (C) alleging that the Company or any of
its Subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property Rights of any third party, and in the case of each of clauses (A), (B) and (C) above, the Company is unaware of any fact which
would form a reasonable basis for any such action, suit, proceeding or claim.
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