Contract analysis

Section 1. Representations and Warranties The undersigned hereby certifies, on behalf of Buyer, that each of the representations and warranties of Buyer set forth in Article V of the Agreement: (a) that is qualified as to materiality, Material Adverse Effect, or words of similar import, is true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except to the extent that a

Section 2. Covenants and Agreements The undersigned hereby certifies, on behalf of Buyer, that Buyer has duly performed and complied with, in all material respects, 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 covenants and agreements set forth in Article VII of the Agreement applicabl

Section 3. No Material Adverse Effect The undersigned hereby certifies, on behalf of Buyer, that since June 16, 2025 (the date of the Agreement), no event, change, occurrence, development, condition, or circumstance has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Buyer or on Buyer's ability to consummate the transactions contemplated by

Section 4. Confirmation of Authority The undersigned hereby certifies, on behalf of Buyer, that all limited liability company actions on the part of Buyer and its members, managers, and officers necessary to authorize (a) the execution and delivery of the Agreement and each Ancillary Document to which Buyer is a party, (b) the performance by Buyer of its obligations under the Agreement and each such Ancillary Documen

Section 5. Reliance This Certificate is being delivered to Seller in satisfaction of the condition to the obligations of Seller set forth in Section 8.2(d) of the Agreement. Seller, and its legal counsel, Whitfield, Ames & Greer LLP, are entitled to rely on the accuracy and completeness of the certifications contained herein in connection with the Closing and the consummation of the transactions contemplated by the A

Section 6. Governing Law This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision, rule, or principle (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with Section 12.8