Contract analysis

1. Organization and Good Standing I hereby certify that Merger Sub was duly incorporated under the General Corporation Law of the State of Delaware (the "DGCL") on March 7, 2025. Merger Sub is validly existing and in good standing under the laws of the State of Delaware as of the date hereof. Attached hereto as Exhibit E is a true, correct, and complete copy of the certificate of good standing of Merger Sub issued by

2. Certificate of Incorporation I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Merger Sub (the "Charter"), as filed with the Secretary of State of the State of Delaware on March 7, 2025. The Charter has not been amended, restated, supplemented, or otherwise modified in any respect since its filing with the Secretary of State of the State

3. Bylaws I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Merger Sub (the "Bylaws") as currently in effect. The Bylaws were duly adopted in connection with the incorporation of Merger Sub and have not been amended, restated, supplemented, or otherwise modified in any respect since their initial adoption. The Bylaws are in full force and effect as of the date h

4. Board Resolutions I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Merger Sub by unanimous written consent in lieu of a meeting, effective as of March 24, 2025 (the "Board Resolutions"), in accordance with Section 141(f) of the DGCL and the Bylaws of Merger Sub. The Board Resolutions, among other things, authorized

5. Stockholder Resolutions I hereby certify that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions duly adopted by Ardent Apex Holdings Inc., as the sole stockholder of Merger Sub, by written consent in lieu of a meeting, effective as of March 24, 2025 (the "Stockholder Resolutions"), in accordance with Section 228 of the DGCL and the Charter and Bylaws of Merger Sub. Ardent Apex H

6. Incumbency I hereby certify that the following persons are, as of the date hereof, the duly elected or appointed, qualified, and acting officers and directors of Merger Sub, holding the offices set forth opposite their respective names below, and that the signatures set forth opposite their respective names are the true and genuine signatures of such persons. Each such person identified below has executed or is au

7. No Dissolution or Insolvency I hereby certify that no action or proceeding has been instituted, is pending, or, to my knowledge, has been threatened for the dissolution, liquidation, or winding up of Merger Sub, whether voluntary or involuntary. No petition in bankruptcy has been filed by or against Merger Sub under Title 11 of the United States Code or any similar state or federal statute, and no receiver, truste

8. No Conflict I hereby certify that, to my knowledge after due inquiry, the execution, delivery, and performance by Merger Sub of the Merger Agreement and each of the ancillary documents, agreements, instruments, and certificates to which Merger Sub is a party, and the consummation by Merger Sub of the Merger and the other transactions contemplated by the Merger Agreement, do not and will not (a) violate, conflict w

9. General Certifications I hereby certify that I have made such examinations and inquiries as I have deemed necessary and appropriate to enable me to render the certifications contained herein, including a review of the Charter, the Bylaws, the Board Resolutions, the Stockholder Resolutions, and the minute book and stock records of Merger Sub. This Secretary's Certificate may be relied upon by (i) the Company, (ii)