Contract analysis

Section 1. Minimum Condition — Tender of Shares The undersigned hereby certify that, as of 12:00 midnight, New York City time, on July 10, 2024 (the extended expiration date of the Offer, as described below), 16,740,000 shares of Ridgeline common stock, par value $0.001 per share (the "Shares"), were validly tendered and not properly withdrawn pursuant to the terms and conditions of the Offer. The 16,740,000 validly

Section 2. Regulatory Condition — HSR Act Clearance The undersigned hereby certify that Torchlight and Ridgeline each duly filed the requisite Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"), with the FTC and the Antitrust Division

Section 3. Regulatory Condition — Investment Canada Act Clearance The undersigned hereby certify that Torchlight filed a notification under Part III of the Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.) (the "ICA"), with the Director of Investments, acting on behalf of the Minister of Innovation, Science and Industry of Canada (the "Minister"), on March 25, 2024, in connection with the proposed acquisition of

Section 4. Representations and Warranties of Ridgeline — Bring-Down The undersigned hereby certify that, to the knowledge of the undersigned (after due inquiry and based upon the bring-down certificate of Ridgeline and its officers delivered to Torchlight on the date hereof, together with the written confirmation of Ridgeline's outside counsel, Galbraith Haver & Steele LLP, 1001 Pennsylvania Avenue NW, Suite 850, Was

Section 5. No Material Adverse Effect The undersigned hereby certify that, since December 31, 2023 (the date of the most recent audited financial statements of Ridgeline, which were audited by Aldgate Pryor LLP, Certified Public Accountants, with offices at 211 West Fort Street, Suite 500, Detroit, Michigan 48226, and included in Ridgeline's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as f

Section 6. Compliance with Covenants The undersigned hereby certify that, to the knowledge of the undersigned and based upon the representations of Ridgeline's officers and the confirmation of Ridgeline's outside counsel, Galbraith Haver & Steele LLP, Ridgeline has performed and complied in all material respects with each of the covenants and agreements required to be performed or complied with by it under the Agreem

Section 7. Additional Confirmations The undersigned further certify and confirm the following additional matters in connection with the Closing: 7.1 Tender and Support Agreement. The Tender and Support Agreement, dated April 8, 2024 (the "Support Agreement"), by and between Torchlight and Pinnacle Venture Resources Fund II, LP, a Delaware limited partnership (the "Supporting Stockholder"), the general partner of whic

Section 8. Short-Form Merger Qualification The undersigned hereby certify that, following the acceptance of the 16,740,000 validly tendered and not withdrawn Shares for payment pursuant to the Offer, Torchlight will own 16,740,000 of the 18,000,000 Shares of RCI common stock outstanding, representing approximately 93.0% of all outstanding Shares. This ownership level exceeds the 90% threshold required for a short-for

Section 9. No Other Conditions Outstanding The undersigned hereby certify that, as of the Closing Date, each of the conditions to the Offer and the subsequent short-form Merger set forth in Article VII of the Agreement (and in Annex A thereto) has been duly satisfied or, to the extent permitted under the terms of the Agreement, waived by Torchlight, and no condition to the Closing remains outstanding or unsatisfied.