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Certification of No Changes in Representations and Warranties

Reference is made to the Agreement dated [date] between [name] (Seller) and [name] (Purchaser).

The undersigned, being all the shareholders of Seller, certify to Purchaser that, as of the date hereof, there have been no material changes in any of the representations and warranties contained in Paragraph ---------- of the Agreement except [set out exceptions].

This certification is made to induce Purchaser to complete the purchase described in the Agreement. The undersigned will be bound by the aforesaid warranties and representations and will indemnify Purchaser for any loss it may suffer by reason of the material breach of any of them by Seller.

[date]

[signature]

[signature]