Extract to table

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement

2 The Merger Agreement is governed by the laws of the State of Delaware, and this Certificate shall be interpreted consistently with the terms and provisions of the Merger Agreement and the laws of the State of Delaware

4 The rules of interpretation and construction set forth in the Merger Agreement (including, without limitation, Section [__] thereof) shall apply mutatis mutandis to this Certificate

1 Bring-Down of Representations and Warranties (Materiality-Qualified Representations) The undersigned hereby certifies that the representations and warranties of the Company set forth in the Merger Agreement (other than the Fundamental Representations (as defined below)) that are qualified as to "materiality," "Material Adverse Effect," or similar qualifications are true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date, [__], 2025, as though such representations and warranties were made on and as of the Closing Date; provided, however, that any such representations and warranties that by their express terms address matters only as of a specified date or period shall be true and correct in all respects only as of such specified date or period

2 Bring-Down of Representations and Warranties (Non-Qualified Representations) The undersigned hereby certifies that the representations and warranties of the Company set forth in the Merger Agreement (other than the Fundamental Representations) that are not qualified as to "materiality," "Material Adverse Effect," or similar qualifications are true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date, [__], 2025, as though such representations and warranties were made on and as of the Closing Date; provided, however, that any such representations and warranties that by their express terms address matters only as of a specified date or period shall be true and correct in all material respects only as of such specified date or period

3 Bring-Down of Fundamental Representations The undersigned hereby certifies that the Fundamental Representations of the Company are true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing Date, [__], 2025, as though such Fundamental Representations were made on and as of the Closing Date; provided, however, that any Fundamental Representations that by their express terms address matters only as of a specified date or period shall be true and correct in all respects (other than de minimis inaccuracies) only as of such specified date or period