Contract analysis

Section 1. Definitions and Interpretation 1.1 All capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings set forth in the Stock Purchase Agreement, dated as of May 20, 2025, by and among Buyer, the Company, and the Selling Stockholders. In the event of any conflict between the terms used herein and the definitions set forth in the Agreement, the definitions in the Agreemen

Section 2. Authority and Capacity of the Certifying Officer 2.1 The undersigned is the [●] of the Company, duly elected and currently serving in such capacity, and is duly authorized to execute and deliver this Certificate on behalf of the Company. The undersigned has been authorized by the Board of Directors of the Company to deliver this Certificate in connection with the Closing of the transactions contemplated by

Section 3. Certification Regarding Representations and Warranties of the Company 3.1 The undersigned hereby certifies that the representations and warranties of the Company set forth in Article III of the Agreement (other than the Fundamental Representations of the Company, which are addressed in Section 3.2 below) are true and correct in all respects (without giving effect to any materiality or Material Adverse Effe

Section 4. Certification Regarding Representations and Warranties of the Selling Stockholders 4.1 The undersigned hereby certifies that, to the knowledge of the undersigned, the representations and warranties of the Selling Stockholders set forth in Article IV of the Agreement (other than the Fundamental Representations of the Selling Stockholders, which are addressed in Section 4.2 below) are true and correct in all

Section 5. Certification Regarding Compliance with Covenants — Company Covenants 5.1 The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by the Company at or prior to the Closing, including, without limitation, the following: (a) Section 6.01 (Interim Operating C

Section 6. Certification Regarding Compliance with Covenants — Selling Stockholders' Covenants 6.1 The undersigned hereby certifies that, to the knowledge of the undersigned, each of the Selling Stockholders has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by such Selling Stockholder at or prior to the Closin

Section 7. No Material Adverse Effect 7.1 The undersigned hereby certifies that, since the date of the Agreement (May 20, 2025) through and including the Closing Date, no event, change, occurrence, effect, condition, development, or state of facts has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company, as the term "Materi

Section 8. No Legal Proceedings 8.1 The undersigned hereby certifies that, as of the Closing Date, there is no Action (as defined in the Agreement) pending or, to the knowledge of the undersigned, threatened in writing against the Company, any of its Subsidiaries, or any Selling Stockholder (in his, her, or its capacity as a stockholder of the Company) that: (a) challenges or seeks to restrain, prohibit, delay, or en

Section 9. Closing Deliverables Confirmation 9.1 The undersigned hereby certifies that the Company has delivered or stands ready to deliver (or cause to be delivered) at the Closing all items required to be delivered by or on behalf of the Company and the Selling Stockholders under Section 7.02 of the Agreement, including, without limitation, the following: (a) This Officer's Certificate, duly executed and delivered

Section 10. Escrow and Purchase Price Matters 10.1 The undersigned acknowledges and confirms that the aggregate purchase price payable by Buyer for 100% of the issued and outstanding capital stock of the Company is One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), subject to adjustment as provided in Article II of the Agreement. 10.2 The undersigned further acknowledges that, pursuant t

Section 11. Knowledge Qualification 11.1 As used in this Certificate, the terms "knowledge of the undersigned," "to the knowledge of the Company," and words of similar import shall mean the actual knowledge of the following individuals, in each case after reasonable inquiry of their respective direct reports: (a) Julian Reeves, Chief Executive Officer of the Company; (b) Priya Narasimhan, Chief Technology Officer of

Section 12. Reliance and Limitation 12.1 This Certificate is being delivered solely for the benefit of Buyer in connection with the Closing of the transactions contemplated by the Agreement. Buyer is entitled to rely on the certifications contained herein in determining whether the conditions to Buyer's obligation to consummate the Closing set forth in Section 7.02 of the Agreement have been satisfied. 12.2 This Cert

Section 13. Governing Law 13.1 This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. 13.2 Any dispute, claim, or controversy arising out of or relating to this Certificate shall be subject to the exclusive jurisdiction of the Court of