Contract analysis

Section 1. Representations and Warranties — Bring-Down Certification 1.1. The undersigned hereby certifies to Buyer that each of the representations and warranties of Seller contained in Article IV of the Agreement is true and correct in all material respects as of the date hereof, August 8, 2023 (the "Closing Date"), with the same force and effect as though such representations and warranties had been made on and as

Section 2. Covenants — Compliance Certification 2.1. The undersigned hereby certifies to Buyer that Seller has duly performed and complied in all material respects with all covenants, obligations, and agreements required by the Agreement to be performed or complied with by Seller at or prior to the Closing Date, including, without limitation, the covenants and agreements set forth in Article VI of the Agreement. With

Section 3. Closing Conditions — Satisfaction Certification 3.1. The undersigned hereby certifies to Buyer that all conditions to the obligations of Buyer and Seller to consummate the Closing set forth in Sections 8.1 and 8.2 of the Agreement that are required to be satisfied by or on behalf of Seller have been duly satisfied (or, where applicable, have been waived in writing by Buyer) as of the Closing Date. Without

Section 4. Employee Transfer Confirmation 4.1. The undersigned hereby certifies that Seller has complied in all material respects with its obligations under Section 7.4 of the Agreement with respect to the identification, notification, and transfer of OncuPath Business employees to Buyer as of the Closing Date. 4.2. In accordance with Section 7.4 of the Agreement, Seller extended (or caused to be extended) offers of

Section 5. Working Capital Confirmation 5.1. The undersigned hereby certifies that the estimated Net Working Capital of the OncuPath Business as of the Closing Date (the "Estimated Closing NWC") has been calculated by Seller in good faith and in accordance with the methodology, principles, procedures, and definitions set forth in Section 2.4 and Schedule 2.4 of the Agreement, applied on a basis consistent with the pr

Section 6. Funds Flow Confirmation 6.1. The undersigned hereby certifies that Seller has delivered to Buyer wire transfer instructions for the receipt of the closing cash consideration, as required by Section 3.2(k) of the Agreement, and that Seller is prepared to execute the funds flow in accordance with the Closing Funds Flow Memorandum, dated August 7, 2023, as agreed upon by Seller, Buyer, and their respective co

Section 7. No Other Agreements or Understandings 7.1. The undersigned hereby certifies that, as of the date hereof, neither Seller nor any of its Affiliates, directors, officers, employees, agents, or representatives has entered into any agreement, arrangement, understanding, commitment, or undertaking (whether written or oral, express or implied, formal or informal) with any third party that would, or would reasonab

Section 8. Governing Law 8.1. This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law 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, consistent with Section 11.8 of the Agreement. 8.2.