Contract analysis

Section 1. Representations and Warranties — Bringdown Certification 1.1. Each of the representations and warranties of the Company set forth in Article IV of the Merger Agreement (as qualified by the Disclosure Schedules delivered by the Company to Parent and Merger Sub, dated as of June 1, 2023 (the "Disclosure Schedules")) is true and correct in all material respects as of the date of the Merger Agreement (June 1,

Section 2. Covenants — Compliance Certification 2.1. The Company has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by the Company under the Merger Agreement at or prior to the Closing Date (July 22, 2023). 2.2. Without limiting the generality of the certification set forth in Section 2.1 above, the Company has performed and co

Section 3. No Material Adverse Effect 3.1. Since the date of the Merger Agreement (June 1, 2023) through and including the Closing Date (July 22, 2023), no event, change, effect, development, condition, circumstance, or occurrence 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 such term is defined in the Mer

Section 4. Capitalization Confirmation 4.1. As of the Closing Date (July 22, 2023) and immediately prior to the Effective Time of the Merger, the fully diluted capitalization of the Company consists of Ten Million (10,000,000) shares of common stock, par value $0.0001 per share (the "Common Stock"). The Company has no other classes or series of capital stock authorized, issued, or outstanding. 4.2. The following tabl

Section 5. Stockholder Approval 5.1. The Merger Agreement and the transactions contemplated thereby, including the Merger, were duly adopted and approved by the requisite vote or consent of the stockholders of the Company, in accordance with the DGCL (including, without limitation, Sections 228, 251, and 271 thereof), the Company's certificate of incorporation, and the Company's bylaws. 5.2. On June 9, 2023, stockhol

Section 6. No Litigation / Legal Proceedings 6.1. As of the Closing Date, there is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against or affecting the Company, or any of its officers, directors, or employees in their capacities as such, before any court, tribunal, arbitrator, governmen

Section 7. Consents and Approvals 7.1. All consents, approvals, authorizations, permits, waivers, and orders of third parties and governmental authorities that are required to be obtained by the Company, or that are conditions to the Company's obligations, in connection with the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agre

Section 8. Delivery of Closing Deliverables 8.1. The Company has delivered, or caused to be delivered, to Parent all closing deliverables required to be delivered by the Company to Parent at or prior to the Closing under the Merger Agreement, including, without limitation, the following: (a) Disclosure Schedules. The Disclosure Schedules of the Company, dated as of June 1, 2023, delivered concurrently with the execut

Section 9. Company Entity Information 9.1. The undersigned hereby confirms the following entity information for the Company as of the Closing Date: Full Legal Name: Codelaunch Labs, Inc. Jurisdiction of Incorporation: State of Delaware Delaware Secretary of State File Number: 7834219 Employer Identification Number (EIN): 84-3291057 Principal Office Address: 1607 East 6th Street, Suite 300, Austin, Texas 78702 Registe

Section 10. Stockholder Representative Designation 10.1. In accordance with Section 10.1 of the Merger Agreement and the Written Consent of stockholders dated June 9, 2023, Naveen Subramaniam has been duly designated and appointed as the Stockholder Representative (the "Stockholder Representative") to serve as the representative, agent, and attorney-in-fact of the stockholders of the Company with respect to all post-

Section 11. No Dissenting Stockholders / Appraisal Rights 11.1. As of the Closing Date, no stockholder of the Company has demanded appraisal rights or dissented from the Merger pursuant to Section 262 of the DGCL or any other applicable provision of law. 11.2. Each of the stockholders who executed the Written Consent on June 9, 2023 — collectively holding 9,200,000 shares of Common Stock, representing ninety-two perc

Section 12. Tax Matters 12.1. The Company has duly and timely filed (or caused to be filed) all federal, state, local, and foreign tax returns and reports required to be filed by or with respect to the Company on or prior to the Closing Date (taking into account all applicable extensions of time for filing), and all such tax returns and reports are true, correct, and complete in all material respects. 12.2. The Compa

Section 13. Reliance; No Personal Liability 13.1. This Certificate is being delivered by the undersigned for the benefit of Parent and Merger Sub, and may be relied upon by Parent and Merger Sub, and their respective successors and assigns, in connection with the Closing and the consummation of the Merger and the other transactions contemplated by the Merger Agreement. Parent and Merger Sub shall be entitled to rely