Contract analysis

1. The certifying officer has been duly authorized by the Buyer's board of directors (or equivalent governing body) to execute and deliver this Certificate, as evidenced by the board resolutions attached to or referenced in the secretary's certificate delivered at the Closing.

2. The certifying officer's name and title are accurately stated and are consistent with the board resolutions and the secretary's certificate.

3. The certifying officer has reviewed the Agreement and is familiar with the representations, warranties, covenants, agreements, and obligations of the Buyer thereunder that are the subject of the certifications made in this Certificate.

4. The certifying officer has made or caused to be made such investigations and inquiries as are reasonably necessary to support the certifications and statements set forth in this Certificate. FORMATTING AND USAGE INSTRUCTIONS (Internal — Calderwood & Harkness LLP — Not for Execution) The following instructions are for the use of deal counsel at Calderwood & Harkness LLP and counsel to the Buyer in preparing this Ce

1. Form Document. This is a form document to be held in the closing deliverables set and completed only at the time of Closing or immediately prior thereto. It should not be circulated in executed form prior to the Closing Date.

2. Bracketed Fields. All bracketed fields (e.g., "[Insert ...]") must be filled in with the applicable information from the executed Agreement (including any amendments, waivers, or modifications thereto) and the facts as of the Closing Date. No bracketed fields should remain in the execution copy.

3. Bring-Down and Covenant Compliance Standards. The bring-down standard (Section 1.1) and covenant compliance standard (Section 2.1) must precisely mirror the language of the applicable closing condition sections in the Agreement. Any deviation between the language of this Certificate and the language of the Agreement could result in a challenge to the sufficiency of this Certificate as a closing deliverable. Deal c

4. Optional Sections. Sections 3 and 4 are optional and should be included only if the applicable closing condition sections of the Agreement require the corresponding certifications. If not required, these sections should be deleted from the execution copy. If Section 3 or Section 4 is deleted, the remaining sections should be renumbered accordingly.

5. Pre-Execution Review. This form should be reviewed by deal counsel prior to execution to ensure consistency with any amendments, waivers, modifications, or supplements to the Agreement executed or delivered between signing and closing. In particular, deal counsel should confirm that: (a) The bring-down standard has not been modified by any amendment to the Agreement; (b) No additional covenants or obligations of t

6. Copies and Distribution. Copies of this executed Certificate are to be delivered to (i) the Sellers (or their designated representative or counsel), (ii) the Stockholder Representative (or [his/her] designated counsel), and (iii) retained in the Buyer's closing binder and the firm's deal file. If the Agreement requires delivery to any escrow agent, paying agent, or other third party, additional copies should be pr

7. Retention. A copy of the executed Certificate, together with copies of the Agreement and all ancillary documents, should be retained in the Calderwood & Harkness LLP engagement file for a period consistent with the firm's document retention policies and any applicable statutes of limitations under the Agreement.

8. Coordination. The preparation and execution of this Certificate should be coordinated with the preparation and execution of all other closing deliverables of the Buyer under the Agreement, including without limitation the secretary's certificate, good standing certificates, FIRPTA certificates (if applicable), and any ancillary agreements or instruments to be executed and delivered at the Closing. End of Form