Contract analysis

Section 1: Organization and Good Standing The undersigned hereby certifies that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was originally incorporated in the State of Delaware on June 14, 2021, by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on such date, and ha

Section 2: Certificate of Incorporation The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended and/or restated through the date hereof (the "Charter"), as currently in full force and effect. Such Charter constitutes the entire certificate of incorporation of the Company as currently on file with the Secret

Section 3: Bylaws The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of the Company, as amended and/or restated through the date hereof (the "Bylaws"), as currently in full force and effect. Such Bylaws constitute the entire bylaws of the Company as currently adopted and in effect. The undersigned further certifies that the Bylaws have not been furth

Section 4: Board and Stockholder Resolutions (a) Resolutions of the Board of Directors of the Company The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of the Company (or an authorized committee thereof) authorizing and approving, among other things, the following: (i) the executi

Section 5: Incumbency The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of the Company, holding the offices set forth opposite their respective names as of the date hereof, and that the signatures set forth opposite their respective names below are their true and genuine signatures: [Preparer's Instruction: Populate the foregoing incumbency t

Section 6: No Dissolution or Winding Up The undersigned hereby certifies that no action or proceeding has been instituted, is pending, or, to the knowledge of the undersigned, has been threatened, for the dissolution, liquidation, or winding up of the Company, whether voluntarily or involuntarily, and no order, judgment, or decree has been entered by any court, governmental authority, or regulatory body directing or

Section 7: No Amendments Pending The undersigned hereby certifies that, as of the Closing Date, no amendment, modification, supplement, or restatement to the Certificate of Incorporation or the Bylaws of the Company is pending, proposed, or contemplated, and no filing with the Secretary of State of the State of Delaware or any other governmental authority with respect to any amendment to the Certificate of Incorporat

Section 8: Further Certification as to Authority The undersigned hereby certifies that the execution and delivery by the Company of the Merger Agreement and each of the other Transaction Documents, and the consummation by the Company of the transactions contemplated thereby, including the Merger, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, the