Contract analysis

Section 1. Definitions and Interpretive Provisions. For purposes of this Certificate, the following terms shall have the meanings set forth below: (a) "Merger Agreement" means that certain Agreement and Plan of Merger, dated as of March 18, 2025, by and among Parent, Merger Sub, and the Company, pursuant to which Merger Sub will merge with and into the Company in a reverse triangular merger effected under Section 251

Section 2. Certification Regarding Accuracy of Representations and Warranties. (a) Representations and Warranties of Parent. The undersigned hereby certifies, on behalf of Parent, that each of the representations and warranties of Parent set forth in Article IV of the Merger Agreement: (i) that is qualified as to "materiality" or "Material Adverse Effect" (or similar qualifications) is true and correct in all respect

Section 3. Certification Regarding Compliance with Pre-Closing Covenants. The undersigned hereby certifies, on behalf of Parent and Merger Sub, that each of Parent and Merger Sub has performed or complied with, in all material respects, all of the covenants and obligations required to be performed or complied with by Parent or Merger Sub, as applicable, under the Merger Agreement at or prior to the Closing Date, incl

Section 4. Certification Regarding Absence of Injunction or Legal Impediment. The undersigned hereby certifies, on behalf of Parent and Merger Sub, that: (a) As of the Closing Date, no temporary restraining order, preliminary or permanent injunction, or other order, judgment, or decree issued by any court of competent jurisdiction or other governmental authority of competent jurisdiction is in effect that prevents, r

Section 5. No Material Adverse Effect on Parent or Merger Sub. The undersigned hereby certifies, on behalf of Parent and Merger Sub, that since the date of the Merger Agreement (March 18, 2025) through and including the Closing Date, no event, circumstance, change, development, occurrence, condition, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a mater

Section 6. Reliance; No Other Representations. (a) This Certificate is being delivered as a condition to the Closing of the transactions contemplated by the Merger Agreement pursuant to Section 7.03 thereof. The Company and its representatives are entitled to rely upon the certifications and statements contained herein in connection with the consummation of the Closing and the Merger. (b) This Certificate is given so

Section 7. Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction. Any disputes arising out of or relating to this Certificate shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of