Contract analysis

1. Certificate of Incorporation. Attached hereto as Exhibit A is a true, complete, and correct copy of the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware (DE File No. 4938217), including all amendments, certificates of amendment, certificates of designation, and certificates of merger filed therewith through the date hereof (collectively

2. Bylaws. Attached hereto as Exhibit B is a true, complete, and correct copy of the Amended and Restated Bylaws of the Company, as currently in effect (the "Bylaws"). Such Bylaws were duly adopted by the Board of Directors of the Company in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and the Charter. The Bylaws have not been further amended, modified, restated, rescinded, or sup

3. Incumbency. Attached hereto as Exhibit C is a true, complete, and correct incumbency certificate setting forth the name, title, and specimen signature of each officer and director of the Company who has executed, or who is authorized to execute, the Purchase Agreement, any Ancillary Agreement (as defined in the Purchase Agreement), or any certificate, instrument, closing deliverable, or other document delivered or

4. Board Resolutions. Attached hereto as Exhibit D is a true, complete, and correct copy of the resolutions duly adopted by the Board of Directors of the Company (the "Board Resolutions"). I hereby further certify that such Board Resolutions: (a) were duly adopted by unanimous written consent of the Board of Directors of the Company, effective as of February 8, 2025, in lieu of a special meeting, in accordance with S

5. No Dissolution or Liquidation. No proceedings for the dissolution, liquidation, winding up, receivership, conservatorship, or reorganization of the Company have been commenced, are pending, or, to the best of my knowledge after due inquiry, are contemplated by the Board of Directors or the stockholders of the Company or by any governmental authority or regulatory body having jurisdiction over the Company.

6. Stockholder Approval. No consent, approval, vote, or other action of the stockholders of the Company is required in connection with the execution, delivery, or performance of the Purchase Agreement, any Ancillary Agreement, or the consummation of the Transaction and the other transactions contemplated by the Purchase Agreement that has not been duly and validly obtained in accordance with the Charter, the Bylaws,

7. Good Standing and Qualification. The Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing (or the equivalent thereof) in each other jurisdiction where the nature of its business, the character of its properties, or the location of its operations requires such qualif