Extract to table

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

SECTION 2: REPRESENTATIONS AND WARRANTIES BRINGDOWN I hereby certify, on behalf of Veridian, that each of the representations and warranties made by Veridian in the MCTA (including all Exhibits and Schedules thereto) is true and correct in all material respects as of the date of the MCTA (June 28, 2023) and as of the Closing Date (July 5, 2023), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date

No further corporate action on the part of Veridian, its Board of Directors, or its members is required to authorize the execution, delivery, and performance of the MCTA or any ancillary agreement

Veridian confirms that it has reviewed and is satisfied with the qualifications, capabilities, and regulatory compliance standing of each approved subcontractor and agrees to cooperate with each such subcontractor in connection with the conduct of the CLARION Trial, in accordance with the terms of the MCTA

Any dispute, controversy, or claim arising out of, relating to, or in connection with this Closing Certificate, or the breach, termination, or validity thereof, shall be subject to the dispute resolution provisions set forth in Section 19

The arbitration shall be conducted in the English language, and the award rendered by the arbitrators shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction