Contract analysis

Section 4.1: Fair Value / Balance Sheet Solvency The undersigned hereby certifies that, immediately after giving effect to the consummation of the Transactions (including the Merger, the Financing, the payment of all merger consideration to the Company's former stockholders, the funding of the escrow deposit with the Escrow Agent, the payment of all fees, costs, and expenses incurred in connection with the Transactio

Section 4.2: Ability to Pay Debts as They Become Due The undersigned hereby certifies that, immediately after giving effect to the consummation of the Transactions, the Surviving Corporation and its Subsidiaries, taken as a whole on a consolidated basis, will be able to pay their debts and other liabilities (including Stated Liabilities, Identified Contingent Liabilities, and subordinated, contingent, and unliquidate

Section 4.3: Adequate Capital / Unreasonably Small Capital The undersigned hereby certifies that, immediately after giving effect to the consummation of the Transactions, the Surviving Corporation and its Subsidiaries, taken as a whole on a consolidated basis, will not have unreasonably small capital for the conduct of their business as it is proposed to be conducted following the date hereof. In making this certific

Section 4.4: No Intent to Hinder, Delay, or Defraud The undersigned hereby certifies that the Surviving Corporation has not entered into the Transactions, and is not consummating the Transactions, with the intent to hinder, delay, or defraud any present or future creditor of the Surviving Corporation or any of its Subsidiaries. The Transactions are being consummated for legitimate business purposes and in good faith,