Common use of Closing Certificates; Certified Charters; Good Standing Certificates Clause in Contracts

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan Guarantor, dated the Closing Date and executed by a Secretary, Assistant Secretary or other senior officer, (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its board of directors, stockholders, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum or other equivalent thereof) of each of Holdings, each Borrower and each Loan Guarantor certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management or partnership agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowersBorrower, the borrowings and issuance of Promissory Notes (if any) hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing (or equivalent) certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdictionif applicable) as of a recent date for each such Loan Party from the relevant authority of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerResponsible Officer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each such Loan Guarantor Party from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory , to the Administrative Agentextent available.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowersLead Borrower, the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each such Loan Guarantor Party from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent if applicable) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each such Loan Guarantor Party from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerResponsible Officer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each such Loan Guarantor Party from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory , to the Administrative Agentextent available.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent if applicable) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each such Loan Guarantor Party from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a SecretaryResponsible Officer of such Loan Party, Assistant Secretary or other senior officer, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its board of directors, stockholders, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowerseach Borrower, the borrowings Borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers Responsible Officer or authorized signatory of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement (to the extent applicable) and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and ), (ii) a certificate of good standing certificate (or in subsistence) with respect to each Loan Party from the case Secretary of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate State (or similar official) of tax status the state of such Loan Party’s organization (to the extent such concept is known relevant and available in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; and organization of such Loan Party), (iii) in relation to each Loan Party incorporated or established in Germany, (A) an up-to-date (aktuell) certified commercial register extract (beglaubigter Handelsregisterauszug), articles of association (Satzung) of each such Loan Party, copies of any by-laws as well as a Cyprus “Incumbency Certificate” list of Osmotica Cyprus shareholders (Gesellschafterliste) (if applicable), (B) a copy of resolutions signed by its corporate secretary all the holders of the issued shares of each such Loan Party and, if applicable, a copy of a resolution of the supervisory board (Aufsichtsrat) and/or advisory board (Beirat) of each such Loan Party, approving the terms of, and the transactions contemplated by this Agreement and the other Loan Documents, (C) a specimen of the signature of each person authorized to execute the Credit Agreement, any other Loan Document and other documents and notices to be signed and/or dispatched by each such Loan Party under or in form connection with this Agreement and/or the other Loan Documents to which each such Loan Party is a party and substance satisfactory (D) a certificate of an authorized signatory of each such Loan Party certifying that each copy document relating to it specified in (A) to (C) above is correct, complete and in full force and effect as at a date no earlier than the Closing Date, and (iv) in relation to each Luxembourg Loan Party, (A) an up-to-date electronic certified true and complete excerpt of the Luxembourg Companies Register dated no earlier than one Business Day prior to the Administrative AgentClosing Date, and (B) an up-to-date electronic certified true and complete certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire), issued by the Luxembourg Companies Register no earlier than one Business Day prior to the Closing Date and reflecting the situation no more than two Business Days prior to the Closing Date certifying that, as of the date of the day immediately preceding such certificate, the Luxembourg Loan Party has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 2 to 11, 13 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to European Insolvency Regulation).

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowersParent Borrower, the borrowings and issuance of Promissory Notes (if any) hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing (or equivalent) certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdictionif applicable) as of a recent date for each such Loan Party from the relevant authority of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings and issuance of Promissory Notes (if any) hereunder, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effecteffect (provided that if the Organizational Documents of a Dutch Loan Party authorize the execution, delivery and performance of the Loan Documents to which it is a party without any such resolution or written consent, such resolution or written consent need not be attached to such certificate), (B) which shall identify by name and title and bear the signatures of (x) the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing DateDate or (y) with respect to each Dutch Loan Party, the individuals to whom such officers, managers, directors or authorized signatories of such Dutch Loan Party have granted powers of attorney to sign the Loan Documents to which such Dutch Loan Party is a party and (C) which shall certify (x) that attached thereto is a true and complete copy of of, in relation to a Loan Party other than a Dutch Loan Party, the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management, partnership or similar agreement and, in relation to a Dutch Loan Party, its deed of incorporation (or akte van oprichting), articles of association or deed (statuten), and an up-to-date extract of foundation or other equivalent thereof) or operating, management or partnership agreement the Dutch Chamber of Commerce and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and ), (ii) in relation to a Loan Party other than a Dutch Loan Party, a good standing (or equivalent) certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdictionif applicable) as of a recent date for each such Loan Party from the relevant authority of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; organization and (iii) in relation to a Cyprus “Incumbency Certificate” Dutch Loan Party, if applicable, a positive or neutral advice from each relevant works’ council (Ondernemingsraad), including the request for advice which, if conditional, contains no condition which if complied with, could result in a breach of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to any of the Administrative AgentLoan Documents.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerResponsible Officer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each such Loan Guarantor Party from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory , to the Administrative Agentextent available; provided, that the foregoing shall only be required with respect to the Canadian Loan Parties to the extent the Canadian Borrower intends to become a party to the Loan Documents on the Closing Date.

Closing Certificates; Certified Charters; Good Standing Certificates. (i) The Administrative Agent shall have received (iA) a certificate of each of Holdings, the Borrowers Indivior plc and each Loan GuarantorParty (other than the Lux Borrower), dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, (A) which shall (1) certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors (or if applicable, committee of the board of directors), stockholdersboard of managers, members or and/or other governing body approving the terms of and authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings and other credit extensions hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B2) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of Indivior plc or such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing DateDate and which it is required to execute pursuant to Section 5.16, and (C3) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each Indivior plc or such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of Indivior plc or such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (4) in the case of an English Loan Party, confirm that the borrowing or as shown guaranteeing or securing the borrowings and other credit extensions contemplated by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) Loan Documents would not cause any borrowing, guarantee, security or similar limit binding on such English Loan Party to be exceeded and (iiB) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each Indivior plc or such Loan Guarantor Party from its jurisdiction of organization; and organization (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agentextent such concept, or an equivalent concept, exists in such jurisdiction).

Closing Certificates; Certified Charters; Good Standing Certificates. (i) The Administrative Agent shall have received (iA) a certificate of each of Holdings, the Borrowers Holdings and each Loan GuarantorParty (other than the Lux Borrower), dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, (A) which shall (1) certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors (or if applicable, committee of the board of directors), stockholdersboard of managers, members or and/or other governing body approving the terms of and authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings and other credit extensions hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B2) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of Holdings or such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing DateDate and which it is required to execute pursuant to Section 5.16, and (C3) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each Holdings or such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of Holdings or such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (4) in the case of an English Loan Party, confirm that the borrowing or as shown guaranteeing or securing the borrowings and other credit extensions contemplated by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) Loan Documents would not cause any borrowing, guarantee, security or similar limit binding on such English Loan Party to be exceeded and (iiB) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each Holdings or such Loan Guarantor Party from its jurisdiction of organization; and organization (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.extent such concept, or an equivalent concept, exists in such jurisdiction)

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and (or on behalf of) each Loan GuarantorParty, dated as of the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowersa Borrower, the borrowings and issuance of Promissory Notes (if any) hereunder, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effecteffect (provided that if the Organizational Documents of a Loan Party authorize the execution, delivery and performance of the Loan Documents to which such Loan Party is a party without any such resolution or written consent, such resolution or written consent need not be attached to such certificate), (B) which shall identify by name and title and bear the signatures of (x) the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing DateDate or (y) the individuals to whom such officers, managers, directors or authorized signatories of such Loan Party have granted powers of attorney to sign the Loan Documents to which such Loan Party is a party and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation incorporation, formation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing (or equivalent) certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdictionif applicable) as of a recent date for each such Loan Party from the relevant authority of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowersBorrower, the borrowings and issuance of Promissory Notes (if any) hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing (or equivalent) certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdictionif applicable) as of a recent date for each such Loan Party from the relevant authority of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.. 132

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each of Holdings, Loan Party (including the Borrowers and each New Loan GuarantorParties), dated the Closing Effective Date and executed by a SecretaryResponsible Officer of such Loan Party, Assistant Secretary or other senior officer, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its board of directors, stockholders, members or other governing body (including any committee thereof) authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings Borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers Responsible Officer or authorized signatory of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Effective Date, and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement (to the extent applicable) and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or and (D) a certification as shown by to the latest shareholders’ resolutions attached thereto amending incumbency of the same Responsible Officer signing the certificates delivered pursuant to this clause (as the case may be) and c)(i), (ii) a certificate of good standing certificate (or in subsistence) with respect to each Loan Party (including the case New Loan Parties) from the Secretary of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate State (or similar official) of tax status the state of such Loan Party’s organization (to the extent such concept is known relevant and available in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; organization of such Loan Party) and (iii) a Cyprus customary officer’s certificate dated the Effective Date and executed by a Responsible Officer of the Borrower Representative, certifying that (A) no Event of Default shall have occurred and be continuing or would result from the issuance of the Term B-1 Loans, (B) the Borrowers are in compliance with clauses (a), (b), and (c) of the definition of “Incumbency CertificatePermitted Acquisition” and (C) the execution and delivery of Osmotica Cyprus signed this Amendment & Agreement by its corporate secretary each Loan Party party thereto and the performance by such Loan Party thereof does not violate or result in form and substance satisfactory to a default under the Administrative AgentSecond Lien Term Loan Agreement or any of the Loan Documents (as defined in the Second Lien Term Loan Agreement).

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated as of the Closing Amendment No. 2 Effective Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerResponsible Officer (as the case may be) thereof of each Loan Party, dated as of the Amendment No. 2 Effective Date, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings hereunderunder the Amended and Restated Credit Agreement, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign this Amendment and the other Loan Documents to which it is a party on the Closing Date, Amendment No. 2 Effective Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each such Loan Guarantor Party from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory , to the Administrative Agentextent available.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, Loan Party and the Borrowers and each Loan GuarantorCredit Support Provider, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents or Credit Support Documents to which it is a party and, in the case of the BorrowersBorrower, the borrowings and issuance of Promissory Notes (if any) hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party or the Credit Support Provider authorized to sign the Loan Documents to which it is a party or the Credit Support Documents, as applicable, on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party or the Credit Support Provider certified by the relevant authority of the jurisdiction of organization of such Loan Party or the Credit Support Provider and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing (or equivalent) certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdictionif applicable) as of a recent date for each such Loan Party or the Credit Support Provider from the relevant authority of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.. 101

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated as of the Closing Amendment No. 3 Effective Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerResponsible Officer (as the case may be) thereof of each Loan Party, dated as of the Amendment No. 3 Effective Date, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings hereunderunder the Amended and Restated Credit 127751303_7 Agreement, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign this Amendment and the other Loan Documents to which it is a party on the Closing Date, Amendment No. 3 Effective Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management, partnership or similar agreement (or, if applicable, certification that no amendment, modification or supplement has been made to such articles of incorporation or organization (or articles memorandum of association or deed of foundation or other equivalent thereof) or operatingsince the Amendment No. 2 Effective Date), management or partnership agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each such Loan Guarantor Party from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory , to the Administrative Agentextent available.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings and issuance of Promissory Notes (if any) hereunder, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effecteffect (provided that if the Organizational Documents of a Dutch Loan Party authorize the execution, delivery and performance of the Loan Documents to which it 143 is a party without any such resolution or written consent, such resolution or written consent need not be attached to such certificate), (B) which shall identify by name and title and bear the signatures of (x) the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing DateDate or (y) with respect to each Dutch Loan Party, the individuals to whom such officers, managers, directors or authorized signatories of such Dutch Loan Party have granted powers of attorney to sign the Loan Documents to which such Dutch Loan Party is a party and (C) which shall certify (x) that attached thereto is a true and complete copy of of, in relation to a Loan Party other than a Dutch Loan Party, the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management, partnership or similar agreement and, in relation to a Dutch Loan Party, its deed of incorporation (or akte van oprichting), articles of association or deed (statuten), and an up-to-date extract of foundation or other equivalent thereof) or operating, management or partnership agreement the Dutch Chamber of Commerce and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and ), (ii) in relation to a Loan Party other than a Dutch Loan Party, a good standing (or equivalent) certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdictionif applicable) as of a recent date for each such Loan Party from the relevant authority of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; organization and (iii) in relation to a Cyprus “Incumbency Certificate” Dutch Loan Party, if applicable, a positive or neutral advice from each relevant works' council (Ondernemingsraad), including the request for advice which, if conditional, contains no condition which if complied with, could result in a breach of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to any of the Administrative AgentLoan Documents.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and ), (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each such Loan Guarantor Party from its jurisdiction of organization; organization and (iii) a Cyprus “Incumbency Certificate” certificate dated the Closing Date and executed by a secretary or other senior officer of Osmotica Cyprus signed by its corporate secretary the Borrower, certifying on behalf of the Borrower that the conditions set forth in form Section 4.01(g), 4.02(b) and substance satisfactory to the Administrative Agent4.02(c) have been satisfied.

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowersBorrower, the borrowings and issuance of Promissory Notes (if any) hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing (or equivalent) certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdictionif applicable) as of a recent date for each such Loan Party from the relevant authority of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.. 131

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the BorrowersBorrower, the borrowings and issuance of Promissory Notes (if any) hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing (or equivalent) certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdictionif applicable) as of a recent date for each such Loan Party from the relevant authority of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.. 133

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan GuarantorParty, dated as of the Closing Amendment No. 2 Effective Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerResponsible Officer (as the case may be) thereof of each Loan Party, dated as of the Amendment No. 2 Effective Date, which shall (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, stockholdersboard of managers, ​ ​ members or other governing body authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings hereunderunder the Amended and Restated Credit Agreement, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of such Loan Party authorized to sign this Amendment and the other Loan Documents to which it is a party on the Closing Date, Amendment No. 2 Effective Date and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each such Loan Guarantor Party from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory , to the Administrative Agentextent available.

Closing Certificates; Certified Charters; Good Standing Certificates. (i) The Administrative Agent shall have received (iA) a certificate of each of Holdings, the Borrowers Holdings and each Loan GuarantorParty (other than the Lux Borrower), dated the Closing Date and executed by a Secretarysecretary, Assistant Secretary assistant secretary or other senior officerofficer (as the case may be) thereof, (A) which shall (1) certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors (or if applicable, committee of the board of directors), stockholdersboard of managers, members or and/or other governing body approving the terms of and authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings and other credit extensions hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B2) which shall identify by name and title and bear the signatures of the officers officers, managers, directors or authorized signatories of Holdings or such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing DateDate and which it is required to execute pursuant to Section 5.16, and (C3) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each of Holdings, each Borrower and each Holdings or such Loan Guarantor Party certified by the relevant authority of the jurisdiction of organization of Holdings or such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management management, partnership or partnership similar agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (4) in the case of an English Loan Party, confirm that the borrowing or as shown guaranteeing or securing the borrowings and other credit extensions contemplated by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) Loan Documents would not cause any borrowing, guarantee, security or similar limit binding on such English Loan Party to be exceeded and (iiB) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up equivalent) certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each Holdings or such Loan Guarantor Party from its jurisdiction of organization; and organization (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agentextent such concept, or an equivalent concept, exists in such jurisdiction).

Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each of Holdings, the Borrowers and each Loan Guarantor, dated the Closing Date and executed by a Secretary, Assistant Secretary or other senior officer, (A) which shall certify that attached thereto is a true and complete copy of the resolutions or written consents of its board of directors, stockholders, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) which shall identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date, and (C) which shall certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum or other equivalent thereof) of each of Holdings, each Borrower and each Loan Guarantor certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws (or articles of association or deed of foundation or other equivalent thereof) or operating, management or partnership agreement and (y) that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as ​ 122 ​ ​ otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) or as shown by the latest shareholders’ resolutions attached thereto amending the same (as the case may be) and (ii) a good standing certificate (or in the case of Hungarian Holdings, a company registry extract), a no-winding-up certificate and/or certificate of tax status (to the extent such concept is known in the relevant jurisdiction) as of a recent date for each of Holdings, each Borrower and each Loan Guarantor from its jurisdiction of organization; and (iii) a Cyprus “Incumbency Certificate” of Osmotica Cyprus signed by its corporate secretary in form and substance satisfactory to the Administrative Agent.