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Contract analysis / officer-certificate-closing.docx
officer-certificate-closing.docx
High · 1
Medium · 3
Standard · 0
Section 1. Representations and Warranties — Truth and Correctness
Section 1. Representations and Warranties — Truth and Correctness Each of the undersigned hereby certifies that the representations and warranties of the Company contained in the Block Trade Agreement (including, without limitation, those set forth in Section 3 thereof) are true and correct in all material respects as of the date hereof, March 16, 2026 (the "Closing Date"), with the same force and effect as though ex
Section 2. Performance of Obligations and Covenants
Medium
⚑ Liability cap to check against exposure
Section 2. Performance of Obligations and Covenants Each of the undersigned hereby certifies that the Company has duly performed and complied in all material respects with all of its obligations, covenants, and agreements required to be performed or complied with by the Company under the Block Trade Agreement at or prior to the Closing Date. Without limiting the foregoing, the Company has satisfied its issuer coopera
Section 3. Registration Statement and Prospectus Supplement Status
Medium
⚑ Notice / time limit to track
Section 3. Registration Statement and Prospectus Supplement Status Each of the undersigned hereby certifies as follows with respect to the Registration Statement and the prospectus supplement relating to the Offering: (a) The Registration Statement on Form F-3 (File No. 333-278415; CIK 0001923487) (the "Registration Statement"), originally filed by the Company with the Securities and Exchange Commission (the "SEC") o
Section 4. No Material Adverse Effect
Section 4. No Material Adverse Effect Each of the undersigned hereby certifies that, since December 31, 2025 (the date of the most recent audited consolidated financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus, as set forth in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026 (the "A
Section 5. Absence of Certain Events
Medium
⚑ Forum / governing law
Section 5. Absence of Certain Events To the knowledge of the undersigned, after due inquiry, since the date of the Block Trade Agreement (March 12, 2026) and through and including the Closing Date: (a) No Material Litigation. No material litigation, arbitration, or governmental investigation or proceeding has been instituted, is pending, or, to the knowledge of the undersigned, has been threatened against the Company
Section 6. Accuracy of Disclosure Documents
Section 6. Accuracy of Disclosure Documents To the knowledge of the undersigned, the Registration Statement (including all documents incorporated by reference therein, including, without limitation, the Annual Report, the Company's Reports on Form 6-K furnished to the SEC, and the financial statements and notes thereto included or incorporated by reference in the Registration Statement and the Prospectus), as of the
Section 7. Foreign Private Issuer Status
Section 7. Foreign Private Issuer Status Each of the undersigned hereby confirms that the Company qualifies as a "foreign private issuer" as such term is defined in Rule 3b-4 under the Exchange Act, and that such status has not changed since the date of the Block Trade Agreement. The Company has performed its most recent annual assessment of its foreign private issuer status as required by Rule 3b-4(c) under the Exch
Section 8. Reliance; No Personal Liability
High
⚑ Indemnity / guarantee obligation
Section 8. Reliance; No Personal Liability This Certificate is being delivered solely for the benefit of Meridian Zanthor & Co. in connection with the closing of the Offering and pursuant to the requirements of Section 6(e) of the Block Trade Agreement. This Certificate may be relied upon by the Underwriter, and by Hargreaves Finch LLP, counsel to the Underwriter, in connection with the closing of the Offering and th