Contract analysis

Section 1 — Representations and Warranties The undersigned hereby certifies that each of the representations and warranties of the Purchaser set forth in Article V of the Agreement is true and correct in all material respects as of the date hereof, April 18, 2025, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, that with respect to

Section 2 — Performance of Covenants The undersigned hereby certifies that the Purchaser has duly performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by the Purchaser at or prior to the Closing Date, April 18, 2025. Without limiting the generality of the foregoing, the Purchaser has performed and complied in all mat

Section 3 — Satisfaction of Conditions to Closing The undersigned hereby certifies that each of the conditions precedent to the obligation of the Sellers to consummate the transactions contemplated by the Agreement, as set forth in Section 8.3 of the Agreement, has been duly satisfied (or, where expressly permissible under the Agreement, waived in writing by the Seller Representative on behalf of the Sellers) as of t

Section 4 — No Legal Proceedings The undersigned hereby certifies that, as of the date hereof, there is no Action (as defined in the Agreement), including any lawsuit, claim, arbitration, mediation, investigation, hearing, or other legal or administrative proceeding, pending or, to the knowledge of the Purchaser (after due inquiry), threatened in writing against the Purchaser or any of its Affiliates by any Person (i

Section 5 — Organizational Standing The undersigned hereby certifies and confirms that: (a) The Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by a certificate of good standing issued by the Secretary of State of the State of Delaware (DE File No. 7201548), a copy of which has been delivered to the Sellers and the Seller Represen

Section 6 — Reliance; No Other Representations The undersigned acknowledges and confirms, on behalf of the Purchaser, that this Certificate is being delivered to the Sellers and the Seller Representative as an express condition to the obligations of the Sellers to consummate the Closing pursuant to Section 8.3(d) of the Agreement. The Sellers and the Seller Representative are entitled to rely upon the certifications,

Section 7 — Governing Law This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The foregoing governing law provisio