Contract analysis

Section 1 — Authority and Capacity 1.1. I, Marcus Reinholt, am the duly elected, qualified, and acting Chief Executive Officer of Vantage Mobility Systems Corp. I have held this position continuously since March 14, 2019, and I am serving in such capacity as of the date of this Certificate. My appointment and authority to act in such capacity have not been revoked, modified, or otherwise limited. 1.2. I am duly autho

Section 2 — Representations and Warranties Bring-Down 2.1. Each of the representations and warranties of Buyer contained in Article V of the Agreement is true and correct in all material respects as of the date of the Agreement (June 6, 2025) and as of the Closing Date (June 13, 2025), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; provided, h

Section 3 — Performance of Covenants and Obligations 3.1. Buyer has performed and complied in all material respects with all of the covenants, agreements, and obligations required to be performed or complied with by Buyer under the Agreement at or prior to the Closing Date, including, without limitation, the covenants and obligations set forth in Article VI and Article VIII of the Agreement. 3.2. Without limiting the

Section 4 — No Material Adverse Effect / No Impediment to Closing 4.1. As of the Closing Date, no event, circumstance, condition, development, change, or occurrence has occurred or arisen since the date of the Agreement (June 6, 2025) that, individually or in the aggregate, has had or would reasonably be expected to: (a) give rise to a failure of any condition to the Closing set forth in Article VII or Article VIII o

Section 5 — No Litigation 5.1. As of the Closing Date, there is no action, suit, proceeding, claim, arbitration, or investigation (whether at law or in equity, and whether civil, criminal, administrative, regulatory, or otherwise) pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against Buyer or any of its subsidiaries, affiliates, directors, or officers (in their capacities as

Section 6 — Financing Confirmation 6.1. Debt Financing. As of the Closing Date, the debt commitment letter issued by Arbor National Bank, N.A. (Reference No. ANB-CL-2025-0843), dated May 6, 2025 (the "Debt Commitment Letter"), providing for a senior secured credit facility in the aggregate principal amount of Twenty-Four Million Five Hundred Thousand Dollars ($24,500,000), comprising (i) a term loan in the principal

Section 7 — Governing Law This Certificate shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The provisions of Section 11.8

Section 8 — Reliance 8.1. This Certificate is delivered to the Selling Stockholders and the Sellers' Representative as a closing deliverable pursuant to Section 8.2(c) of the Agreement. The Selling Stockholders and the Sellers' Representative are entitled to rely on the certifications, representations, and statements made by the undersigned in this Certificate in connection with the Closing under the Agreement, and s