Contract analysis

Section 1 — Certification of Satisfaction of CFIUS Closing Conditions Dr. Ehrhardt hereby certifies, on behalf of HSAG and Buyer, that as of the date hereof, February 9, 2024, each of the CFIUS-related closing conditions set forth in Section 7.1(c) of the Agreement has been duly and fully satisfied, as set forth in detail in Sections 1.1 through 1.5 below. 1.1 Filing and Acceptance of Voluntary Joint Notice A volunta

Section 2 — Additional Certifications 2.1 Accuracy of Representations HSAG and Buyer hereby certify that all representations and warranties made by HSAG, Buyer, and their respective officers, directors, employees, agents, and advisors in the Joint Notice, the responses to the first and second Requests for Information (RFI-1 and RFI-2), and all other written and oral submissions to CFIUS and the Monitoring Agencies in

Section 3 — Acknowledgment of Ongoing Obligations HSAG and Buyer acknowledge and agree that the NSA imposes ongoing post-Closing obligations on HSAG, Buyer, and VPI (as the acquired company), which obligations survive the Closing and continue in full force and effect for the duration of the NSA. Without limiting the generality of the foregoing, HSAG and Buyer specifically acknowledge the following ongoing obligations

Section 4 — Reliance This Certificate is delivered pursuant to and in satisfaction of the closing condition set forth in Section 7.1(c) of the Agreement. The Sellers, the Company, and their respective counsel, Wethersfield & Gale LLP, are entitled to rely on the certifications, representations, and statements contained in this Certificate in connection with the Closing and in determining whether the CFIUS-related clo

Section 5 — 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. The foregoing governing law provision is consistent wit