Contract analysis

1. Representations and Warranties The undersigned hereby certifies that each of the representations and warranties made by the Borrower in Article VI of the Loan Agreement and in each other Loan Document to which the Borrower is a party is true and correct in all material respects as of the date hereof, with the same effect as though such representations and warranties had been made on and as of the date hereof; prov

2. No Default The undersigned hereby certifies that, as of the date hereof, (a) no Default or Event of Default (each as defined in the Loan Agreement) has occurred and is continuing under the Loan Agreement or any other Loan Document, and (b) no Default or Event of Default will occur or result from the borrowing of the Bridge Loan on the date hereof or the application of the proceeds thereof in the manner contemplate

3. No Material Adverse Effect The undersigned hereby certifies that, since December 31, 2023 (the last day of the most recently completed fiscal year of the Borrower), no event, change, circumstance, occurrence, development, or condition has occurred or arisen that, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect. For purposes of this Certificate, the term

4. Financial Covenant Compliance The undersigned hereby certifies that, as of the date hereof and after giving pro forma effect to the borrowing of the Bridge Loan in the principal amount of $25,000,000 and the application of the proceeds thereof, the Borrower is in compliance with all financial covenants set forth in Article IX of the Loan Agreement, as demonstrated by the calculations set forth below: (a) Minimum L

5. Solvency The undersigned hereby certifies that, as of the date hereof and after giving effect to the borrowing of the Bridge Loan and the application of the proceeds thereof in the manner contemplated by the Loan Agreement: (a) The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds the total amount of the liabilities (including contingent, subordinated, unmatured, and u

6. No Material Litigation The undersigned hereby certifies that, since the date of the Borrower's most recently filed periodic report with the Securities and Exchange Commission (the "SEC"), no litigation, action, suit, investigation, arbitration, or other legal or administrative proceeding of a material nature has been instituted or commenced, or, to the Borrower's knowledge after due inquiry, threatened in writing,