Contract analysis

I. Introductory Certification The undersigned, Margaret R. Chisholm, hereby certifies that she is the duly elected, qualified, and acting Secretary of Torchlight U.S. Holdings, Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company" or "TUSHI"), Employer Identification Number 84-3921057, with its registered office located at 1209 Orange Street, Wilmington, Delaware 19

II. Certification as to Organizational Documents A. 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 Torchlight U.S. Holdings, Inc., as originally filed with the Secretary of State of the State of Delaware, together with all amendments, restatements, supplements, and certificates of correction t

III. Certification as to Board Resolutions 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 Torchlight U.S. Holdings, Inc. by unanimous written consent in lieu of a meeting, effective as of March 28, 2022, in accordance with Section 141(f) of the Delaware General Corporation Law (th

IV. Incumbency Certificate The undersigned hereby certifies that attached hereto as Exhibit D is the Incumbency Certificate of Torchlight U.S. Holdings, Inc. The undersigned further certifies that each of the following persons is a duly elected or appointed, qualified, and acting officer of Torchlight U.S. Holdings, Inc. as of the date hereof, holding the office or offices set forth opposite his or her name below, an

V. Good Standing The undersigned hereby certifies that, to the best of her knowledge after due inquiry, Torchlight U.S. Holdings, Inc. is in good standing under the laws of the State of Delaware as of the date hereof. The Company has paid all franchise taxes and fees due and owing to the State of Delaware, and no event has occurred that would cause the Company to cease to be in good standing under the laws of the Sta

VI. No Dissolution or Proceedings The undersigned hereby certifies that no proceedings for the dissolution, liquidation, winding up, merger, consolidation, conversion, or reorganization of Torchlight U.S. Holdings, Inc. have been commenced, are pending, or, to the knowledge of the undersigned after due inquiry, are threatened or contemplated. No petition in bankruptcy, or for relief under any applicable insolvency, r

VII. General Certifications The undersigned hereby further certifies as follows: (a) The undersigned has access to, and has reviewed, the books and records of Torchlight U.S. Holdings, Inc. maintained at the principal offices of the Company and at the registered office of the Company in the State of Delaware, including, without limitation, the corporate minute books, stock ledgers, and records of proceedings of the B

VIII. Execution IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of April 19, 2022. TORCHLIGHT U.S. HOLDINGS, INC. a Delaware corporation By: ________ Name: Margaret R. Chisholm Title: Secretary Date: April 19, 2022 The undersigned, David J. Harrington, President of Torchlight U.S. Holdings, Inc., hereby confirms that Margaret R. Chisholm is the duly elected, qualified, and acting Secr