Contract analysis

Section 1 — Representations and Warranties Each of the representations and warranties of the Company set forth in Article III of the Agreement is true and correct in all material respects as of the date of the Agreement (April 9, 2024) and as of the Closing Date (April 22, 2024), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except to the e

Section 2 — Organization, Good Standing, and Qualification The undersigned hereby certify as follows with respect to the corporate organization, good standing, and qualification of the Company: (a) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company's Delaware file number is 6347821. The Company was incorporated in the State of De

Section 3 — Authorization and Due Execution The undersigned hereby certify that the execution, delivery, and performance by the Company of the Agreement, the Notes, and each of the other Transaction Documents to which the Company is a party have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval of the Company's Board of Directors. The Board

Section 4 — Capitalization The undersigned hereby certify that the capitalization of the Company as of immediately prior to the Closing (and without giving effect to the issuance of the Notes or any conversion thereof) is as set forth in the Disclosure Schedules and the Agreement. The Company has a total of 48,250,000 shares outstanding or reserved on a fully diluted basis, consisting of the following: No shares of c

Section 5 — No Material Adverse Change The undersigned hereby certify that since December 31, 2023 (the date of the Company's most recently completed fiscal year-end), there has been no Material Adverse Change (as defined in Section 1.1 of the Agreement) in the business, assets, liabilities, financial condition, results of operations, or prospects of the Company, taken as a whole. Without limiting the generality of t

Section 6 — Compliance with Covenants and Conditions The undersigned hereby certify that the Company has performed and complied in all material respects with all covenants, agreements, obligations, and conditions contained in the Agreement that are required to be performed or complied with by the Company on or before the Closing Date, including, without limitation, the covenants set forth in Article V of the Agreemen

Section 7 — No Conflicts; No Violations The undersigned hereby certify that the execution, delivery, and performance of the Agreement, the Notes, and each of the other Transaction Documents by the Company do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Company's Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on Septem

Section 8 — No Governmental Approvals Required The undersigned hereby certify that no consent, approval, permit, order, license, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or foreign governmental authority or regulatory body is required on the part of the Company in connection with the valid execution, delivery, and performance of the Agre

Section 9 — Securities Law Matters The undersigned hereby certify as follows with respect to the offer, sale, and issuance of the Notes: (a) The offer, sale, and issuance of the Notes as contemplated by the Agreement are exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. The Company has complied with all requireme

Section 10 — No Litigation The undersigned hereby certify that, as of the Closing Date, there is no action, suit, claim, proceeding, inquiry, arbitration, mediation, or investigation before or by any court, arbitral tribunal, governmental agency, public board, or body pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against or affecting the Company or any of its officers, dir

Section 11 — Disclosure Schedules The undersigned hereby certify that the Disclosure Schedules delivered to the Purchasers in connection with the Agreement, as revised and finalized on or prior to the Closing Date, are true, correct, and complete in all material respects as of the Closing Date. The Disclosure Schedules, together with any supplements or amendments thereto delivered on or prior to the Closing Date, acc

Section 12 — Use of Proceeds The undersigned hereby certify that the Company intends to use the aggregate net proceeds of $40,000,000 from the sale of the Notes in the manner set forth in the Agreement and as summarized below: The Company acknowledges that the foregoing allocation of proceeds is consistent with the use of proceeds described in Section 5.6 of the Agreement and that any material deviation from such all

Section 13 — Incumbency The undersigned hereby certify that the following persons are duly elected or appointed officers of the Company, hold the titles set forth opposite their respective names below, and are authorized to execute and deliver the Agreement, the Notes, and each other Transaction Document on behalf of the Company. The signatures set forth opposite their respective names below are true and genuine spec

Section 14 — Closing Deliverables The undersigned hereby certify that the following documents and instruments are being delivered to the Purchasers (or their counsel) concurrently herewith at the Closing: (a) The executed Note Purchase Agreement, dated as of April 9, 2024, by and among the Company and the Purchasers; (b) Executed Senior Unsecured Convertible Promissory Notes in the following aggregate principal amoun