Contract analysis

Section 1. Authority and Capacity The undersigned, Dr. Randall J. Whitfield, hereby certifies that he is the duly elected, qualified, and acting Chairman and Chief Executive Officer of Cardinal Peak Industries, Inc. The undersigned has served in such capacity since the founding of the Seller and continues to hold such office as of the date of this Certificate. In his capacity as Chairman and Chief Executive Officer,

Section 2. Definition of Material Adverse Effect For purposes of this Certificate, the term "Material Adverse Effect" shall have the meaning set forth in Section 1.1 of the APA, which is incorporated herein by reference in its entirety. Without limiting the foregoing incorporation by reference, the undersigned acknowledges that the term "Material Adverse Effect" as defined in the APA means any event, change, occurren

Section 3. Certification of No Material Adverse Effect The undersigned hereby certifies, to his knowledge after due inquiry, that since April 2, 2024 (the date of execution of the APA) through and including June 30, 2024 (the Closing Date): (a) No Material Adverse Effect has occurred with respect to the Seller or the Acquired Business. No event, change, occurrence, circumstance, condition, or effect has occurred that

Section 4. Supplemental Certifications Regarding the Interim Period In addition to the foregoing certification regarding the absence of a Material Adverse Effect, the undersigned hereby further certifies, to his knowledge after due inquiry, with respect to the period from April 2, 2024 through and including June 30, 2024 (the "Interim Period"), as follows: (a) Ordinary Course of Business. During the Interim Period, t

Section 5. No Undisclosed Liabilities To the knowledge of the undersigned after due inquiry, since April 2, 2024, there have been no liabilities or obligations of any nature (whether absolute, accrued, contingent, determined, determinable, or otherwise, and whether due or to become due) of the type required to be reflected, reserved against, or disclosed in or on the Disclosure Schedules delivered by the Seller to th

Section 6. Reliance This Certificate is being delivered to the Purchaser as a condition to the Closing under the APA, and the Purchaser is entitled to rely on the certifications and statements set forth herein in consummating the Closing on the Closing Date. The undersigned acknowledges and agrees that: (a) The Purchaser and its affiliates, including Ardent Capital Partners III LP (the indirect parent entity of the P

Section 7. Limitation and Qualification The certifications set forth in this Certificate are made as of the date hereof, June 30, 2024, and, except to the extent expressly provided in the APA with respect to the survival of representations, warranties, and covenants, shall not be deemed to speak as of any other date. All certifications set forth herein are subject to the knowledge qualification stated above, and the

Section 8. Governing Law This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision, rule, or principle (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 la