Contract analysis

Section 1 — Bring-Down of Representations and Warranties of the Sellers The Seller Representative hereby certifies that each of the representations and warranties of each Seller contained in Article IV of the Agreement (Representations and Warranties of the Sellers), including, without limitation, the representations and warranties relating to (i) organization and good standing of such Seller, (ii) authorization, exe

Section 2 — Bring-Down of Representations and Warranties of the Company The Seller Representative hereby certifies that each of the representations and warranties of the Company contained in Article III of the Agreement (Representations and Warranties of the Company), including, without limitation, the representations and warranties relating to (i) organization, good standing, and qualification of the Company and its

Section 3 — Performance of Covenants and Agreements The Seller Representative hereby certifies that each Seller and the Company have duly performed and complied in all material respects with all of the covenants, agreements, and obligations required by the Agreement to be performed or complied with by such Seller or the Company, as applicable, at or prior to the Closing, including, without limitation, the following:

Section 4 — Absence of Legal Proceedings The Seller Representative hereby certifies that, as of the date hereof, no action, suit, claim, proceeding, arbitration, or investigation by any Governmental Authority or any other Person is pending, or, to the Knowledge of the Seller Representative (after due inquiry), threatened against the Company, any Seller, or any of their respective Affiliates, that (a) seeks to restrai

Section 5 — No Company Material Adverse Effect The Seller Representative hereby certifies that, since the date of the Agreement (February 10, 2025) through and including the date hereof (April 18, 2025), no event, change, effect, development, state of facts, condition, circumstance, or occurrence has occurred or arisen that, individually or in the aggregate, has constituted or would reasonably be expected to constitu

Section 6 — Governmental and Regulatory Approvals The Seller Representative hereby certifies that all governmental and regulatory approvals, consents, authorizations, orders, permits, filings, and notifications required to be obtained or made in connection with the consummation of the transactions contemplated by the Agreement have been duly obtained or made, are in full force and effect, and are not subject to any p

Section 7 — Delivery of Closing Deliverables The Seller Representative hereby certifies that the Sellers and the Company have delivered, or stand ready to deliver concurrently with the Closing and the funding of the aggregate purchase price, all of the closing deliverables required to be delivered by or on behalf of the Sellers and the Company under Section 2.4 of the Agreement (Sellers' Closing Deliverables), includ

Section 8 — Reliance; No Other Representations This Certificate is being delivered to the Purchaser solely to satisfy the conditions to the obligations of the Purchaser to consummate the Closing as set forth in Sections 8.2(c) and 8.2(d) of the Agreement. The Seller Representative understands and acknowledges that the Purchaser is relying, and will continue to rely, on the certifications, statements, and confirmation

Section 9 — 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 principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction, consistent with the governing law provision set forth in Section 11.8 of the Agreement.

Section 10 — Defined Terms All capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement. [Signature Page Follows] SIGNATURE PAGE TO CLOSING CERTIFICATE OF SELLER REPRESENTATIVE IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of the date first written above, solely in his capacity as the Seller Represent