Auditor. To the Company’s knowledge, the auditor engaged by the Company with respect to the Company Financial Statements has at all required times since the date of the Sarbanes-Oxley Act been: # a

Auditor Space. Saul Company leases certain premises which include one (1) conference room that is currently fully utilized by outside auditors of [[Saul Centers:Organization]] (the “[[Saul Centers:Organization]] Auditor Space”). [[Saul Centers:Organization]] shall reimburse Saul Company for one hundred percent (100%) of the costs of the [[Saul Centers:Organization]] Auditor Space (the “Auditor Space Cost”).

The Audit Committee of the Board will ensure that the lead audit partner and the audit review partner be rotated every five (5) years as is required by SEC and NASDAQ rules.

Appointment of Auditor. ​ may appoint a recognized accounting firm reasonably acceptable to Denali to inspect the relevant books of account of Denali to verify any reports or statements provided, or amounts paid or invoiced (as appropriate), by Denali. The accounting firm (and any individuals, if applicable) appointed to perform the examination under this Agreement must execute a confidential disclosure agreement with Denali, or otherwise be subject to terms governing non-use and non-disclosure of information that Denali has agreed in writing are acceptable.

Relationship with External Auditor. The Committee shall:

Auditor. The “Auditor” is the independent auditor selected by the Human Resources & Compensation Committee (or any successor or replacement committee) of the Board.

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Notwithstanding the foregoing, the external auditor shall be ultimately accountable to the Board and the Committee, as representatives of shareholders. The Board, upon recommendation from the Committee, shall have ultimate authority and responsibility to select, evaluate, and, where appropriate, replace the external auditor (or to nominate the external auditor to be proposed for shareholder approval in any information circular).

MGI shall provide a report of the Audited Profits and the Accumulated Audited Profits issued by the auditor of the Company to the Vendors as set out in 6.1 above within 4 months of the financial closing of the Company. If the Vendors are not satisfied with the report from the Company’s auditor, then the Vendors shall have the right to appoint an independent auditor, agreed by both parties, to issue an independent report, and the findings of the independent auditor shall be final and binding on the parties.

Audit. [[Organization B:Organization]] shall permit any third-party consultant engaged by [[Organization C:Organization]] (each an “Auditor”), at the expense of [[Organization B:Organization]], which expenses shall be commercially reasonable, to inspect and conduct an audit of [[Organization B:Organization]]’s business operations and records related thereto with respect to [[Organization B:Organization]]’s compliance with the terms of this Agreement; provided, however, if such audit is conducted by [[Organization C:Organization]] more than once during any fiscal year, and such additional audit is not the result of the occurrence of an Event of Default, [[Organization C:Organization]] shall be responsible for the fee payable to the Auditor that performed such additional audit. In connection with each audit, [[Organization B:Organization]] shall cooperate with the Auditor and will cause [[Organization B:Organization]]’s employees, agents and contractors to cooperate with the Auditor, and [[Organization B:Organization]] shall furnish or cause to be furnished to the Auditor such information and documentation the Auditor may consider necessary or useful in connection with the performance of the audit.