Contract analysis

I. REPRESENTATIONS AND WARRANTIES 1.1 The undersigned hereby certifies that each of the representations and warranties of Buyer set forth in Article V of the Agreement (other than the Fundamental Representations of Buyer set forth in Sections 5.1, 5.2, 5.3, and 5.4 of the Agreement (collectively, the "Buyer's Fundamental Representations")) is true and correct in all material respects as of the Closing Date, with the

II. COVENANTS AND OBLIGATIONS 2.1 The undersigned hereby certifies that Buyer has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Buyer at or prior to the Closing Date, including, without limitation, the following: (a) Escrow Deposit. Buyer has delivered the Escrow Amount of Nine Million Dollars ($9,000,000),

III. CONDITIONS TO BUYER'S OBLIGATIONS 3.1 The undersigned hereby certifies that, as of the Closing Date, all conditions precedent to Buyer's obligation to consummate the Closing set forth in Section 7.1 and Section 7.2 of the Agreement have been satisfied or, to the extent permitted by the Agreement, waived by Buyer. Without limiting the foregoing, the undersigned certifies as follows: (a) Seller's Representations a

IV. NO MATERIAL ADVERSE EFFECT ON BUYER 4.1 The undersigned hereby certifies that since the date of the Agreement (June 15, 2025), no event, change, effect, circumstance, condition, development, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Buyer's ability to consummate the Transactions, including Buyer's ability to (a)

V. ABSENCE OF PROCEEDINGS 5.1 The undersigned hereby certifies that, as of the Closing Date, no action, suit, proceeding, claim, arbitration, or investigation is pending or, to the knowledge of the undersigned (after due inquiry of Buyer's executive officers and in-house legal counsel), threatened against Buyer or any of its affiliates before any court, arbitral tribunal, governmental authority, or other body that se

VI. GOVERNING LAW; AGREEMENT CROSS-REFERENCES; RELIANCE 6.1 This Certificate is delivered pursuant to and in accordance with Sections 7.2, 8.2(d), and 9.3 of the Agreement, and in satisfaction of the conditions to Closing set forth therein. This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would requ

VII. LIMITATION AND DISCLAIMER 7.1 This Certificate is being delivered solely in connection with the Closing of the Transactions contemplated by the Agreement and is subject in all respects to the terms and conditions of the Agreement. Nothing in this Certificate shall be deemed to expand, modify, supplement, or otherwise affect the representations, warranties, covenants, agreements, or obligations of Buyer as set fo