Common use of FORM OF SECRETARY’S CERTIFICATE Clause in Contracts

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 2 contracts

Samples: Purchase Agreement (Brookline Capital Acquisition Corp.), Purchase Agreement (Brookline Capital Acquisition Corp.)

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FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Amended and Restated Purchase Agreement dated as of March 17__________, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween POKERTEK, INC., a Delaware North Carolina corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Five Million Dollars ($50,000,0005,000,000) of the Company’s 's Common Stock, $0.0001 no par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 2 contracts

Samples: Amended and Restated Purchase Agreement (Pokertek, Inc.), Amended and Restated Purchase Agreement (Pokertek, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17November 3, 2022 2017 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween XXXXXXX, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Fifteen Million Dollars ($50,000,00015,000,000) of the Company’s Common Stock, $0.0001 0.001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 2 contracts

Samples: Purchase Agreement (Avinger Inc), Purchase Agreement (Avinger Inc)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(i) of that certain Purchase Agreement dated as of March 17June 18, 2022 2021 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween TREVI THERAPEUTICS, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Fifteen Million Dollars ($50,000,00015,000,000) of the Company’s Common Stock, $0.0001 0.001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his [his/her] individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Trevi Therapeutics, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(II)(k) of that certain Purchase Agreement dated as of March 17_______, 2022 2015 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORP.between KONARED CORPORATION, a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Ten Million Two Hundred Fifty Million Thousand Dollars ($50,000,00010,250,000) of the Company’s 's Common Stock, $0.0001 par value $0.001 per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (KonaRed Corp)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(h) of that certain Purchase Agreement dated as of March 17September 8, 2022 2020, (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORP.between CELSION CORPORATION, a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Twenty-Six Million Dollars ($50,000,00026,000,000) of the Company’s Common Stock, $0.0001 0.01 par value per share (the “Common Stock”). Terms Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________[ ], Secretary of the Company, hereby certifies, on behalf of the Company and not in his her individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Celsion CORP)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween MARINA BIOTECH, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Fifteen Million Dollars ($50,000,00015,000,000) of the Company’s Common Stock, $0.0001 .006 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Marina Biotech, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17__________, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween BACTERIN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Thirty One Million Dollars ($50,000,00031,000,000) of the Company’s 's Common Stock, $0.0001 .000001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Bacterin International Holdings, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17October 20, 2022 2017, (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORP.between ZOSANO PHARMA CORPORATION, a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Thirty-Five Million Dollars ($50,000,00035,000,000) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________Xxxxxxx X. Xxxxxxx, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Zosano Pharma Corp)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17December __, 2022 2011 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween PURE BIOSCIENCE, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Seven Million Five Hundred Thousand Dollars ($50,000,0007,500,000) of the Company’s 's Common Stock, $0.0001 0.01 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________Xxxxxx X. Xxxxxxx, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Pure Bioscience, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17May 26, 2022 2021 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween BROOKLYN IMMUNOTHERAPEUTICS, INC., a Delaware corporation (the “Company”) ), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Forty Million Dollars ($50,000,00040,000,000) of the Company’s 's Common Stock, $0.0001 0.005 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (Brooklyn ImmunoTherapeutics, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(j) of that certain Purchase Agreement dated as of March 17August 16, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION between TONIX PHARMACEUTICALS HOLDING CORP., a Delaware Nevada corporation (the “Company”) ), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock, $0.0001 par value $0.001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17January 4, 2022 2011 (the “Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween REGENERX BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Eleven Million Dollars ($50,000,00011,000,000) of the Company’s Common Stock, $0.0001 0.001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Regenerx Biopharmaceuticals Inc)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17__________, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween ESP RESOURCES, INC., a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Five Million Dollars ($50,000,0005,000,000) of the Company’s 's Common Stock, $0.0001 0.001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (ESP Resources, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17__________, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween PREMIER EXHIBITIONS, INC., a Delaware Florida corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s 's Common Stock, $0.0001 .0001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Premier Exhibitions, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17__________, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION between NUTRA PHARMA CORP., a Delaware California corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s 's Common Stock, $0.0001 0.001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (Nutra Pharma Corp)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17June 8, 2022 2020 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween VIVEVE MEDICAL, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s 's Common Stock, $0.0001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________Xxxxx Xxxxx, Secretary of the Company, hereby certifies, on behalf of the Company and not in his her individual capacity, hereby certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Viveve Medical, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(j) of that certain Purchase Agreement dated as of March 17September 3, 2022 2020 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION between TONIX PHARMACEUTICALS HOLDING CORP., a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Thirty Million Dollars ($50,000,00030,000,000) of the Company’s Common Stock, $0.0001 0.001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17August 25, 2022 2017 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween BIOLARGO, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC LLC, an Illinois limited liability company (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s 's Common Stock, $0.0001 0.00067 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Biolargo, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(j) of that certain Purchase Agreement dated as of March 1723, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween PROCESSA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) ), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Fifteen Million Dollars ($50,000,00015,000,000) of the Company’s Common Stock, par value $0.0001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Processa Pharmaceuticals, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17_____, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween PREMIER EXHIBITIONS, INC., a Delaware Florida corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s Common Stock, $0.0001 .0001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Premier Exhibitions, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17__________, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORP.between CYTOSORBENTS CORPORATION, a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Eight Million Five Hundred Thousand Dollars ($50,000,0008,500,000) of the Company’s 's Common Stock, $0.0001 0.001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Cytosorbents Corp)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17October 20, 2022 2011, (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORP.between ARROWHEAD RESEARCH CORPORATION, a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Fifteen Million Dollars ($50,000,00015,000,000) of the Company’s Common Stock, $0.0001 .001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (Arrowhead Research Corp)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17__________, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween USA TECHNOLOGIES, INC., a Delaware Pennsylvania corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Five Million Dollars ($50,000,0005,000,000) of the Company’s 's Common Stock, $0.0001 no par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (Usa Technologies Inc)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17September 19, 2022 2014 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween xG TECHNOLOGY, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Fifteen Million Dollars ($50,000,00015,000,000) of the Company’s 's Common Stock, $0.0001 0.00001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (xG TECHNOLOGY, INC.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17July 24, 2022 2023 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween TENON MEDICAL, INC., a Delaware corporation (the “Company”) ), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s Common Stockcommon stock, $0.0001 par value $0.001 per share (the “Common Stock”). Terms Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Assistant Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Tenon Medical, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(j) of that certain Purchase Agreement dated as of March 17, 2022 February 17 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween BRICKELL BIOTECH, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Twenty-Eight Million Dollars ($50,000,00028,000,000) of the Company’s 's Common Stock, $0.0001 0.01 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Brickell Biotech, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(j) of that certain Purchase Agreement dated as of March 1719, 2022 2020, (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween IBIO, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Million Dollars ($50,000,000) of the Company’s 's Common Stock, $0.0001 0.001 par value per share (the “Common Stock”). Terms Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (iBio, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17September 11, 2022 2023 (the “Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween META MATERIALS INC., a Delaware Nevada corporation (the “Company”) ), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock, $0.0001 0.001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________Uxx Xxxxxx, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Meta Materials Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17February 3, 2022 2023 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION between ANAVEX LIFE SCIENCES CORP.. , a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to One Hundred Fifty Million Dollars ($50,000,000150,000,000) of the Company’s Common Stock, $0.0001 0.001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Anavex Life Sciences Corp.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 1722, 2022 2016 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween SOLIGENIX, INC., a Delaware corporation (the “Company”) ), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Twelve Million Dollars ($50,000,00012,000,000) of the Company’s 's Common Stock, $0.0001 par value $0.001 per share per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Soligenix, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17February 3, 2022 2014 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORP.between KONARED CORPORATION, a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Twelve Million Dollars ($50,000,00012,000,000) of the Company’s 's Common Stock, $0.0001 par value $0.001 per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (KonaRed Corp)

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FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(j) of that certain Purchase Agreement dated as of March 17November 11, 2022 2020 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween MOLECULIN BIOTECH, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Twenty-Two Million Dollars ($50,000,00022,000,000) of the Company’s 's Common Stock, $0.0001 0.001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Moleculin Biotech, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(i) of that certain Purchase Agreement dated as of March 17September 22, 2022 2014 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween xG TECHNOLOGY, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Five Million Dollars ($50,000,0001,000,000) of the Company’s 's Common Stock, $0.0001 0.00001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (xG TECHNOLOGY, INC.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Common Stock Purchase Agreement dated as of March 17February 2, 2022 2015 (the Common Stock Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween RECRO PHARMA, INC., a Delaware Pennsylvania corporation (the “Company”) and LINCOLN PARK ASPIRE CAPITAL FUND, LLC LLC, an Illinois limited liability company (the “InvestorBuyer”), pursuant to which the Company may sell to the Investor Buyer up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s Common Stock, $0.0001 par value per share $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacitycapacity as such, hereby certifies as follows:

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Recro Pharma, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween PREMIER EXHIBITIONS, INC., a Delaware Florida corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s Common Stock, $0.0001 .0001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (Premier Exhibitions, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 1724, 2022 2020 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween VISTAGEN THERAPEUTICS, INC., a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Ten Million Two Hundred Fifty Million Thousand Dollars ($50,000,00010,250,000) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”)common stock. Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (VistaGen Therapeutics, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(II)(k) of that certain Purchase Agreement dated as of March 17May 15, 2022 2019 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween INMUNE BIO INC., a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Twenty Million Dollars ($50,000,00020,000,000) of the Company’s Common Stock, $0.0001 0.001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Inmune Bio, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17August 4, 2022 2023 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween IBIO, INC., a Delaware corporation (the “Company”) ), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s Common Stock's common stock, $0.0001 par value $0.001 per share (the “Common Stock”). Terms Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (iBio, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17August 31, 2022 2017 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween XXXXXX XXXXXX, INC., a Delaware New York corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s 's Common Stock, $0.0001 0.04 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (Hooper Holmes Inc)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of March 17_____ __, 2022 (“Purchase 2013(“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION between ANAVEX LIFE SCIENCES CORP., a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s 's Common Stock, $0.0001 0.001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Anavex Life Sciences Corp.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17November 8, 2022 2016 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION between QUANTUM MATERIALS CORP., a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC LLC, an Illinois limited liability company (the “Investor”), pursuant to which the Company may sell to the Investor up to Nine Million Seven Hundred Fifty Million Thousand Dollars ($50,000,0009,750,000) of the Company’s Common Stock, $0.0001 0.001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Quantum Materials Corp.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17, January 24. 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween EFFECTOR THERAPEUTICS, INC., a Delaware corporation Corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC LLC, an Illinois limited liability company (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock, par value $0.0001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his [his/her] individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (eFFECTOR Therapeutics, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(j) of that certain Purchase Agreement dated as of March 17December __, 2022 2011, (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween PURE BIOSCIENCE, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Two Million Five Hundred Thousand Dollars ($50,000,0002,500,000) of the Company’s 's Common Stock, $0.0001 0.01 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________Xxxxxx X. Xxxxxxx, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Pure Bioscience, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17November 24, 2022 2020 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween VTV THERAPEUTICS INC., a Delaware corporation (the “Company”) ), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Forty-Seven Million Dollars ($50,000,00047,000,000) of the Company’s Class A Common Stock, $0.0001 0.01 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________Xxxx X. Xxxxxx, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (vTv Therapeutics Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(j) of that certain Purchase Agreement dated as of March 17May 14, 2022 2021 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION between TONIX PHARMACEUTICALS HOLDING CORP., a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Eighty Million Dollars ($50,000,00080,000,000) of the Company’s 's Common Stock, $0.0001 0.001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(j) of that certain Purchase Agreement dated as of March 17December 3, 2022 2021 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION between TONIX PHARMACEUTICALS HOLDING CORP., a Delaware Nevada corporation (the “Company”) ), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Eighty Million Dollars ($50,000,00080,000,000) of the Company’s 's Common Stock, $0.0001 par value $0.001 per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17April 30, 2022 2020 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween ACER THERAPEUTICS INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Fifteen Million Dollars ($50,000,00015,000,000) of the Company’s 's Common Stock, $0.0001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________Xxxxxx X. Xxxxxx, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Purchase Agreement (Acer Therapeutics Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17August 2, 2022 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween PLUS THERAPEUTICS, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock, $0.0001 0.001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (Plus Therapeutics, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Common Stock Purchase Agreement dated as of March 17__________, 2022 (“Common Stock Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween NEOGENOMICS, INC., a Delaware Nevada corporation (the “Company”) and LINCOLN PARK FUSION CAPITAL FUNDFUND II, LLC (the “InvestorBuyer”), pursuant to which the Company may sell to the Investor Buyer up to Fifty Eight Million Dollars ($50,000,0008,000,000) of the Company’s 's Common Stock, $0.0001 par value $0.001 per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, certifies as follows:

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Neogenomics Inc)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(j) of that certain Purchase Agreement dated as of March 17June 25, 2022 2021 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween MOLECULIN BIOTECH, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Twenty Million Dollars ($50,000,00020,000,000) of the Company’s 's Common Stock, $0.0001 0.001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Moleculin Biotech, Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of March 17April 5, 2022 2023 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween ETERNA THERAPEUTICS INC., a Delaware corporation (the “Company”) ), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Ten Million Dollars ($50,000,00010,000,000) of the Company’s Common Stockcommon stock, $0.0001 par value $0.005 per share (the “Common Stock”). Terms Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Eterna Therapeutics Inc.)

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(II)(k) of that certain Purchase Agreement dated as of March 17August 13, 2022 2020 (“Purchase Agreement”), by and among BROOKLINE CAPITAL ACQUISITION CORPbetween ODYSSEY GROUP INTERNATIONAL, INC., a Delaware Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Ten Million Two Hundred Fifty Million Thousand Dollars ($50,000,00010,250,000) of the Company’s 's Common Stock, $0.0001 0.001 par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, [________________], Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

Appears in 1 contract

Samples: Purchase Agreement (Odyssey Group International, Inc.)

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