Contract analysis

Section 1: Definitions and Interpretive Matters 1.1 All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement, including all exhibits, schedules, annexes, and disclosure schedules delivered in connection therewith. 1.2 The Merger Agreement is governed by the laws of the State of Delaware, and this Certificate shall be interpret

Section 2: Certification Regarding Representations and Warranties 2.1 Bring-Down of Representations and Warranties (Materiality-Qualified Representations) The undersigned hereby certifies that the representations and warranties of the Company set forth in the Merger Agreement (other than the Fundamental Representations (as defined below)) that are qualified as to "materiality," "Material Adverse Effect," or similar q

Section 3: Certification Regarding Compliance with Covenants 3.1 Pre-Closing Covenants The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants and agreements required by the Merger Agreement to be performed or complied with by the Company at or prior to the Closing, including, without limitation, the covenants and agreements set forth in Article [__] of

Section 4: Certification Regarding Closing Conditions 4.1 No Legal Impediment The undersigned hereby certifies that, as of the Closing Date, no temporary restraining order, preliminary or permanent injunction, or other order, judgment, or decree issued by any court of competent jurisdiction or any governmental authority of competent jurisdiction, and no law, statute, rule, regulation, executive order, or decree enact

Section 5: Certification Regarding Other Closing Deliverables 5.1 Concurrent Deliverables The undersigned hereby confirms that the Company is concurrently delivering (or has heretofore delivered) to Parent and Merger Sub at or prior to the Closing the following documents and items, in each case in form and substance reasonably satisfactory to Parent and as required by Section [__] of the Merger Agreement: (a) [Secret

Section 6: No Proceedings The undersigned hereby certifies that, as of the Closing Date, no action, suit, investigation, or proceeding is pending or, to the knowledge of the undersigned officer (after due inquiry as described in Section 7 below), threatened in writing against the Company or any of its Subsidiaries before any court, arbitrator, governmental authority, or regulatory body that: (a) challenges or seeks t

Section 7: Knowledge and Authority Qualifications 7.1 The certifications set forth in this Certificate are made to the knowledge of the undersigned officer, after due and reasonable inquiry of appropriate officers and employees of the Company and its Subsidiaries. In connection with the preparation and delivery of this Certificate, the undersigned has specifically consulted with, and made inquiry of, the following of

Section 8: Reliance; No Personal Liability 8.1 This Certificate is being delivered solely for the purpose of satisfying the condition to the obligations of Parent and Merger Sub to consummate the Closing set forth in Section [__] of the Merger Agreement and solely for the benefit of Parent and Merger Sub in connection therewith. This Certificate may not be relied upon by any other person for any purpose, and no other

Section 9: Governing Law This Certificate shall be governed by and construed in accordance with the 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. Any dispute arising out of or relating to this Certifica

1. Section References. The specific section references denoted by "[__]" throughout this Certificate must be conformed to the final executed version of the Agreement and Plan of Merger dated March 24, 2025. Cross-references should be verified by the lead associate against the final execution version of the Merger Agreement prior to any pre-closing distribution.

2. Bring-Down Standards. The bring-down standards employed in Section 2 of this Certificate (i.e., "true and correct in all respects" for materiality-qualified representations, "true and correct in all material respects" for non-qualified general representations, and "true and correct in all respects (other than de minimis inaccuracies)" for Fundamental Representations) must match exactly the standards set forth in t

3. Fundamental Representations. The list of Fundamental Representations set forth in Section 2.3 of this Certificate must be confirmed against the definitions article of the Merger Agreement. Any changes to the definition of "Fundamental Representations" negotiated after the date of the initial drafting of this form must be reflected herein.

4. Regulatory Approvals. The list of required regulatory approvals set forth in Section 4.2 of this Certificate must be confirmed against the conditions-to-closing article of the Merger Agreement and the regulatory timetable tracker maintained by the deal team. Tracking numbers and file numbers should be verified with outside regulatory counsel prior to closing.

5. Seller's Counsel Review. This form is to be reviewed by Caldwell, Raines & Sheppard LLP (Patricia Okonkwo / Daniel Feinberg) as seller's counsel prior to execution. Any comments received from seller's counsel should be coordinated with the responsible partner before finalizing.

6. Certifying Officer. The certifying officer should be confirmed with the Company prior to Closing. The Company has indicated that the certifying officer will typically be the CEO (Dr. Stefan Kessler) or CFO (Annelise Gruber) of the Company. The identity of the certifying officer should be confirmed no later than three (3) business days prior to the anticipated Closing Date.

7. Coordination with Ancillary Agreements. The delivery of this Certificate should be coordinated with the delivery of all other closing deliverables, including (a) the escrow agreement with Continental Fiduciary Trust Company (escrow amount of $140,000,000), and (b) the paying agent agreement with Atlas Shareholder Services Inc. The closing checklist maintained by the lead associate should be cross-referenced to ens

8. Matter Information. Calderwood & Harkness Matter No. 1001-00004; Responsible Partner: James Prentice; Lead Associate: Ryan Kowalski. All time entries should be billed under the above matter number. Distribution of this document outside the deal team requires prior approval from the responsible partner.