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 (the "A&R Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware on June 25, 2021 (Delaware Secretary of State File No. 7319284). The Company was originally incorporated in the State of Delaware on January 22,

2. BYLAWS Attached hereto as Exhibit B is a true, complete, and correct copy of the Amended and Restated Bylaws of the Company (the "A&R Bylaws"). The Bylaws of the Company were originally adopted by the Board of Directors on January 22, 2021, which was the date of the Company's incorporation. The Bylaws were subsequently amended and restated in their entirety on June 25, 2021, in connection with the IPO, and such Am

3. RESOLUTIONS OF THE BOARD OF DIRECTORS Attached hereto as Exhibit C is a true, complete, and correct copy of certain resolutions duly adopted by the Board of Directors of the Company (collectively, the "Resolutions"), consisting of: (i) the Unanimous Written Consent of the Board of Directors of the Company, dated March 10, 2021 (the "March Consent"), authorizing the initial steps in connection with the IPO, which U

4. INCUMBENCY AND SIGNATURES I hereby certify that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the date hereof, holding the respective offices set forth opposite their names below, and that the signatures set forth opposite their respective names are their true and genuine signatures: Officers: I further certify that the following persons are the duly e

5. GOOD STANDING Attached hereto as Exhibit D is a true and correct copy of a Certificate of Good Standing (also referred to as a Certificate of Status) of the Company issued by the Secretary of State of the State of Delaware, dated June 23, 2021. Based upon such certificate and to the best of my knowledge, the Company is validly existing and in good standing under the laws of the State of Delaware as of such date. T

6. NO PROCEEDINGS I hereby certify that, as of the date hereof and to the best of my knowledge after due inquiry: (a) No proceedings have been instituted, and no proceedings are pending, for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary; (b) No receiver, trustee, conservator, liquidator, or similar official has been appointed for all or any substantial portion of the pro

7. CAPITALIZATION I hereby certify that the capitalization of the Company is as follows: As of the Closing Date, immediately prior to the consummation of the IPO: (a) Authorized Capital Stock. The Company is authorized to issue a total of 121,000,000 shares of capital stock, consisting of: (i) 110,000,000 shares of Class A Common Stock, par value $0.0001 per share; (ii) 10,000,000 shares of Class B Common Stock, par

8. NO CONFLICTS I hereby certify that, to the best of my knowledge after due inquiry, the execution, delivery, and performance by the Company of each of the Transaction Documents (as defined in the Underwriting Agreement), and the consummation of the transactions contemplated thereby, including the IPO and the other transactions described in Section 3 above, do not and will not violate or conflict with: (a) any provi