Contract analysis

Section 1. Representations and Warranties 1.1 The undersigned hereby certifies, on behalf of the Company, that each of the representations and warranties of the Company set forth in Article IV of the Merger Agreement (other than the Fundamental Representations of the Company, as defined in the Merger Agreement) is true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect,"

Section 2. Performance of Covenants 2.1 The undersigned hereby certifies, on behalf of the Company, that the Company has performed and complied in all material respects with all covenants, obligations, and agreements required by the Merger Agreement to be performed or complied with by the Company at or prior to the Closing Date, including, without limitation, those covenants, obligations, and agreements set forth in

Section 3. No Material Adverse Effect 3.1 The undersigned hereby certifies, on behalf of the Company, that since the date of the Merger Agreement (April 7, 2025), no event, change, effect, development, condition, occurrence, or state of facts has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company. 3.2 The foregoing certification is

Section 4. No Legal Proceedings 4.1 The undersigned hereby certifies, on behalf of the Company, that as of the date hereof there is no action, suit, proceeding, claim, arbitration, mediation, investigation, or other legal or administrative proceeding (whether at law or in equity, and whether civil, criminal, or administrative) pending before any court, tribunal, arbitrator, governmental authority, or other body, or,

Section 5. Stockholder Approval 5.1 The undersigned hereby certifies, on behalf of the Company, that the requisite vote of the stockholders of the Company in favor of the adoption of the Merger Agreement has been duly obtained in accordance with Section 251(c) of the DGCL and the Company's Certificate of Incorporation and Bylaws, which required the affirmative vote of the holders of a majority of the outstanding shar

Section 6. Closing Deliverables 6.1 The undersigned hereby certifies, on behalf of the Company, that the Company has delivered, or stands ready to deliver at the Closing, all closing deliverables required to be delivered by or on behalf of the Company pursuant to Section 2.03 and other applicable provisions of the Merger Agreement, including, without limitation, the following: (a) Secretary's Certificate. The Secreta

Section 7. Bring-Down of Authority 7.1 The undersigned hereby certifies that the undersigned has full power, authority, and legal capacity to execute and deliver this Officer's Certificate on behalf of the Company in connection with the Closing, and that this Officer's Certificate has been duly executed and delivered by the undersigned in such capacity. 7.2 The undersigned further certifies that the Board of Director

Section 8. Reliance 8.1 This Officer's Certificate is being delivered to Parent and Merger Sub as a condition to their respective obligations to consummate the Closing under Section 7.02(c) of the Merger Agreement. 8.2 Parent and Merger Sub are entitled to rely on the certifications, representations, and statements contained in this Officer's Certificate, and such certifications, representations, and statements are b