Contract analysis

Section 1. Certification of Authority and Capacity Each of Dr. Marcus Ellsworth and David Hensley hereby certifies that he is a duly appointed officer of the Company, holding the title set forth opposite his name in the preamble to this Certificate, and is authorized to execute and deliver this Certificate on behalf of the Company. The execution and delivery of this Certificate by the undersigned has been duly author

Section 2. Representations and Warranties Bring-Down 2.1 Fundamental Representations The undersigned hereby certify that the Fundamental Representations of the Company and the Sellers (including, without limitation, the representations and warranties regarding (i) due organization, valid existence, and good standing of the Company, (ii) corporate power and authority to execute, deliver, and perform the Agreement and

Section 3. Compliance with Covenants 3.1 Pre-Closing Covenants The undersigned hereby certify that the Company and each of the Sellers have performed and complied with, in all material respects, all covenants, agreements, and obligations required to be performed or complied with by them under the Agreement at or prior to the Closing Date, including, without limitation, the following: (a) Conduct of Business in the Or

Section 4. No Material Adverse Effect The undersigned hereby certify that, since the date of the Agreement (August 20, 2024), there has not occurred any event, change, development, occurrence, condition, circumstance, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company. As used herein, the term "Material Adverse Effect" has the mea

Section 5. No Legal Proceedings The undersigned hereby certify that, as of the Closing Date, there is no pending or, to the knowledge of the undersigned (after due and diligent inquiry), threatened action, suit, claim, investigation, inquiry, or proceeding before any federal, state, local, or foreign governmental authority, administrative agency, regulatory body, or arbitrator (collectively, "Governmental Authority")

Section 6. Additional Certifications 6.1 Capitalization Confirmation The undersigned hereby confirm that, as of the Closing Date, the Company's capitalization is as set forth in Section 4.3 (Capitalization) of the Agreement, specifically as follows: (a) The authorized capital stock of the Company consists of 10,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and no shares of preferred

Section 7. Reliance This Certificate is being delivered to Buyer in satisfaction of the closing conditions set forth in Section 8.2(c) of the Agreement and the other applicable closing conditions requiring delivery of officer certifications in connection with the Closing. Buyer is entitled to rely on the certifications, statements, and confirmations contained herein in connection with the consummation of the transact

Section 8. No Personal Liability The undersigned are executing this Certificate solely in their respective capacities as officers of the Company and not in their individual or personal capacities. Nothing contained in this Certificate shall be construed to impose any personal liability on either of the undersigned in their individual capacities with respect to any of the certifications, statements, or confirmations m