Extract to table

CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE Delivered in connection with that certain Asset Purchase Agreement dated as of April 2, 2024 Delivered at Closing: June 30, 2024 RECITALS Section 1445 of the Internal Revenue Code of 1986, as amended (the "IRC"), provides that a transferee (buyer) of a United States real property interest must withhold tax if the transferor (seller) is a foreign person

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

The Seller agrees that if, at any time prior to the Closing of the transactions contemplated by the Agreement, the Seller becomes a foreign person within the meaning of IRC Section 1445(f)(3), or if any of the information set forth in this Certificate becomes inaccurate, incomplete, or misleading in any material respect, the Seller shall immediately notify the Purchaser in writing of such change

Nothing contained in this Certificate shall be construed to limit, modify, amend, or otherwise affect any of the representations, warranties, covenants, or agreements of the Seller set forth in the Agreement, and this Certificate shall not be deemed to expand or restrict the rights or obligations of any party under the Agreement

In the event of any conflict between the terms of this Certificate and the terms of the Agreement, the terms of the Agreement shall control