Contract analysis

1. CERTIFYING OFFICER IDENTIFICATION AND AUTHORITY The undersigned, David Hensley, hereby certifies that he is the duly elected, qualified, and acting Chief Financial Officer of Meridian Surgical Technologies, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"). The Company's principal executive office is located at 780 Keystone Boulevard, Suite 200, King of Prussia

2. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS 2.1 Certificate of Incorporation The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended to date (collectively, the "Charter"), as currently on file with the Secretary of State of the State of Delaware. The Charter includes the original Certificate of Incorporati

3. CERTIFICATION OF BOARD RESOLUTIONS 3.1 Resolutions Authorizing the Transaction The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company by unanimous written consent, effective as of August 19, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law and

4. CERTIFICATION OF INCUMBENCY OF OFFICERS The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the date hereof, holding the offices set forth opposite their respective names, and that the signatures set forth opposite their respective names are their true and genuine signatures. Each such individual held the office set fort

5. CERTIFICATION OF GOOD STANDING The undersigned hereby certifies that the Company is validly existing and in good standing under the laws of the State of Delaware, its jurisdiction of incorporation, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit D-1 and which is dated on or about October 25, 2024. The undersig

6. CERTIFICATION REGARDING NO DISSOLUTION OR INSOLVENCY The undersigned hereby certifies that, as of the date hereof: (a) No proceedings for the dissolution, liquidation, or winding up of the Company have been commenced, are pending, or, to the knowledge of the undersigned, are contemplated or threatened; (b) No petition in bankruptcy, petition for reorganization, or petition for arrangement under any federal or stat

7. CERTIFICATION REGARDING CAPITALIZATION The undersigned hereby certifies that, as of immediately prior to the Closing on the date hereof: (a) The authorized capital stock of the Company consists solely of 10,000,000 shares of common stock, par value $0.001 per share. No shares of preferred stock or any other class or series of capital stock are authorized; (b) Of the authorized shares of common stock, 7,450,000 sha

8. ATTESTATION AND SIGNATURE IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of October 31, 2024, on behalf of Meridian Surgical Technologies, Inc. MERIDIAN SURGICAL TECHNOLOGIES, INC. By: ________ Name: David Hensley Title: Chief Financial Officer, acting as Secretary Date: October 31, 2024

9. COUNTER-CERTIFICATION The undersigned, Dr. Marcus Ellsworth, hereby certifies that he is the duly elected, qualified, and acting Chief Executive Officer of Meridian Surgical Technologies, Inc., a Delaware corporation. The undersigned further certifies that David Hensley is the duly elected, qualified, and acting Chief Financial Officer of the Company; that Mr. Hensley has been duly authorized by the Board of Direc