Contract analysis

I. Incumbency The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the date hereof, holding the offices set forth opposite their respective names, and that the signatures set forth opposite their respective names are their true and genuine signatures. Each such person has been duly authorized to act in such capacity, and no

II. Certificate of Incorporation The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware. The Certificate of Incorporation is currently in full force and effect and has not been further amended, supp

III. Bylaws The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of the Company (the "Bylaws"), as currently in full force and effect. The Bylaws have not been further amended, supplemented, restated, or otherwise modified since their adoption, and no action has been taken by the Board of Directors, any committee thereof, or the st

IV. Resolutions The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of resolutions duly adopted by the Board of Directors of the Company on September 8, 2023 (the "Resolutions"). The Resolutions were adopted at a duly convened meeting of the Board of Directors at which a quorum was present and acting throughout in accordance with the Certificate of Incorporation, t

V. Additional Matters The undersigned further certifies as follows with respect to additional matters relevant to the Offering and the closing of the transactions contemplated by the Underwriting Agreement: (a) Good Standing. The Company is in good standing under the laws of the State of Delaware, as evidenced by the certificate of good standing (also referred to as a certificate of status or certificate of existence

VI. Governing Law; Reliance This certificate is being delivered pursuant to Section 7(h) of the Underwriting Agreement as a condition precedent to the obligation of the Underwriters to purchase and pay for the Shares at the closing of the Offering. This certificate, and the certifications, representations, and confirmations set forth herein, may be relied upon by (i) the Underwriters, (ii) Caldwell, Pearce & Strauss