Form of Solvency Certificate
December 8, 2016
This Solvency Certificate is delivered pursuant to Section 4.01(a)(v) of the Credit Agreement, dated as of December 8, 2016 (the “Credit Agreement”), Medpace Acquisition, Inc., a Delaware corporation (“Parent”), Medpace IntermediateCo, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto, PNC Bank, National Association, as Swingline Lender and L/C Issuer, Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and L/C Issuer, and the other parties thereto. Capitalized terms used and not defined herein have the meanings given to those terms in the Credit Agreement.
The undersigned is the Chief Financial Officer of the Borrower and in such capacity (i) is familiar with the financial condition of the Borrower and its Restricted Subsidiaries, and (ii) has made such investigation and inquiries as the undersigned deems necessary and prudent for the purposes of providing this Solvency Certificate.
As of the date hereof, after giving effect to the consummation of the transactions contemplated by the Credit Agreement on the date hereof:
1.The amount of the “present fair saleable value” of the assets of the Borrower and its Restricted Subsidiaries taken as a whole will, as of the date hereof, exceed the amount of all probable “liabilities of the Borrower and its Restricted Subsidiaries, contingent or otherwise,” at a fair valuation, as such quoted terms are determined in accordance with applicable federal and state laws governing determination of the insolvency of debtors.
2.The “present fair saleable value” of the assets of the Borrower and its Restricted Subsidiaries taken as a whole, as of the date hereof, will be greater than the amount that will be required to pay the probable liabilities (including contingent liabilities) of the Borrower and its Restricted Subsidiaries as they become absolute and matured.
3.The Borrower and its Restricted Subsidiaries, taken as a whole, will not have an unreasonably small amount of capital with which to conduct its business.
4.The Borrower and its Restricted Subsidiaries, taken as a whole, will be able to pay its debts as they mature.
For purposes of the foregoing, (i) “debt” means liability on a “claim” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.
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