Contract analysis

Section 1. Organization and Good Standing MSH is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. MSH was formed pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware, and MSH's organizational documents remain in full force and effect and have not been amended or modified in any manner that would adv

Section 2. Authorization The execution, delivery, and performance by MSH of each of the MSH Transaction Documents, and the consummation of the transactions contemplated thereby, including, without limitation, the transfer, assignment, and conveyance of MSH's 35% membership interest in PGV to PCG, have been duly authorized by all necessary limited liability company action on the part of MSH, including such approvals a

Section 3. Representations and Warranties Each of the representations and warranties made by MSH in Article IV of the Redemption Agreement is true and correct in all material respects as of the date of the Redemption Agreement (May 20, 2024) and as of the Closing Date (June 28, 2024), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except to

Section 4. Compliance with Covenants MSH has performed and complied in all material respects with all covenants, obligations, and agreements required by the Redemption Agreement to be performed or complied with by MSH on or prior to the Closing Date, including, without limitation, those covenants set forth in Article V and Article VI of the Redemption Agreement. Without limiting the generality of the foregoing, MSH h

Section 5. No Material Adverse Change Since the date of the Redemption Agreement (May 20, 2024) through and including the Closing Date, there has been no material adverse change in (a) MSH's ability to consummate the transactions contemplated by the Redemption Agreement and the other MSH Transaction Documents, (b) the condition, status, validity, or enforceability of MSH's 35% membership interest in PGV, or (c) the f

Section 6. Delivery of Closing Documents MSH has executed and delivered (or is delivering concurrently herewith) each of the following documents, instruments, and certificates required to be delivered by MSH at the Closing pursuant to Section 7.2 of the Redemption Agreement: (a) The Assignment of Membership Interest, dated as of the Closing Date, duly executed by MSH, pursuant to which MSH irrevocably assigns, transf

Section 7. Dismissal of Arbitration MSH hereby confirms that it has irrevocably authorized and directed its legal counsel, Hargrove, Dunlap & Castillo LLP (Victoria Castillo, Partner), to execute and file the Joint Stipulation of Dismissal with Prejudice (the "Stipulation of Dismissal") in connection with the Arbitration Proceeding, JAMS Reference No. 1440032871, pending before Hon. Margaret Liu Chen (Ret.) at the JA

Section 8. Receipt of Redemption Price MSH acknowledges and confirms that on the Closing Date, MSH is receiving from PCG, by wire transfer of immediately available funds in United States dollars to the account designated by MSH in writing to PCG in accordance with the wire transfer instructions previously delivered, the aggregate Redemption Price of $52,850,000.00 (Fifty-Two Million Eight Hundred Fifty Thousand Dolla

Section 9. Fees and Costs MSH confirms that, pursuant to the terms of Section 9.4 of the Redemption Agreement and Section 6 of the Mutual Release and Settlement Agreement, each party shall bear its own attorneys' fees, costs, expenses, and disbursements incurred in connection with (a) the Arbitration Proceeding (JAMS Ref. No. 1440032871), including all fees, costs, and expenses of JAMS and the arbitrator, and (b) the

Section 10. No Brokers No broker, finder, investment banker, financial advisor, or other person is entitled to receive any brokerage commission, finder's fee, financial advisory fee, or similar fee or commission in connection with the transactions contemplated by the Redemption Agreement based upon any arrangement, agreement, or understanding made by or on behalf of MSH or any of its affiliates, members, managers, of

Section 11. Survival This Certificate is delivered in accordance with and subject to the terms and conditions of the Redemption Agreement, and nothing contained herein shall be deemed to expand, enlarge, amend, modify, supplement, or otherwise alter the representations, warranties, covenants, agreements, or other obligations of MSH set forth in the Redemption Agreement. The representations and certifications containe