Contract analysis

Section 1 — Certifying Officer Identification The undersigned, Dr. Julian Marek, hereby certifies that he is the Chief Executive Officer of Veridian Biosciences, Inc., a Delaware corporation. In such capacity, the undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company and the Sellers in connection with the consummation of the transactions contemplated by the Agreement (the "Tr

Section 2 — Certification Regarding Representations and Warranties (Section 7.2(a)) The undersigned hereby certifies, on behalf of the Company and the Sellers, as follows: (a) The representations and warranties of the Company and the Sellers set forth in the Agreement (other than the Fundamental Representations (as defined in the Agreement)) are true and correct in all respects as of the date of the Agreement and as

Section 3 — Certification Regarding Covenants (Section 7.2(c)) The undersigned hereby certifies, on behalf of the Company and the Sellers, that the Company and each of the Sellers have performed and complied in all material respects with all covenants and agreements required by the Agreement to be performed or complied with by them at or prior to the Closing, in satisfaction of the condition to Closing set forth in S

Section 4 — Certification Regarding No Material Adverse Effect (Section 7.2(b)) The undersigned hereby certifies, on behalf of the Company and the Sellers, that since the date of the Agreement (June 10, 2024), no event, change, development, occurrence, condition, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on: (a) the busines

Section 5 — Certification Regarding Legal Proceedings The undersigned hereby certifies, on behalf of the Company and the Sellers, that as of the date hereof, no action, suit, proceeding, claim, arbitration, or governmental investigation (whether at law or in equity, and whether civil, criminal, or administrative) is pending or, to the knowledge of the Company, threatened against the Company or any Seller by any Perso

Section 6 — Certification Regarding Delivery of Closing Deliverables The undersigned hereby certifies, on behalf of the Company and the Sellers, that the Company and/or the Sellers, as applicable, have delivered or stand ready to deliver at the Closing all documents, instruments, certificates, and other items required to be delivered by them at or prior to the Closing pursuant to Section 7.2 of the Agreement and the

Section 7 — Certification Regarding Stockholder Approval The undersigned hereby certifies that Sellers holding more than ninety percent (90%) of the issued and outstanding shares of capital stock of the Company (on an as-converted, fully diluted basis) have duly executed and delivered written consents in lieu of a meeting of stockholders, in accordance with Section 228 of the Delaware General Corporation Law and the

Section 8 — No Knowledge of Buyer Breach The undersigned hereby certifies that, to the knowledge of the undersigned (after reasonable inquiry), as of the date hereof, no facts or circumstances exist that would give the Company or the Sellers a right to terminate the Agreement pursuant to Section 8.1 of the Agreement. Without limiting the foregoing, the undersigned is not aware of any breach or failure by Buyer to per

Section 9 — Limitation / No Expansion of Liability This Certificate is delivered solely pursuant to and in accordance with Section 7.2 of the Agreement and shall not be deemed to expand, modify, or otherwise alter the representations, warranties, covenants, or agreements of the Company or the Sellers set forth in the Agreement. This Certificate does not constitute an independent source of representations, warranties,

Section 10 — Governing Law This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, consistent with Section 10.6 of the Agreement. [Signat