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:
FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of July 21, 2020 (the “Common Stock Purchase Agreement”), by and between NOVAN, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Thirty Million Dollars ($30,000,000) of the Company’s Common Stock, par value $0.0001 (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, _________________, as Secretary of the Company, and not individually, hereby certifies as follows in his capacity as such:
FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of December __, 2019 (the “Common Stock Purchase Agreement”), by and between MIRAGEN THERAPEUTICS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $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 as follows in his capacity as such:
FORM OF SECRETARY’S CERTIFICATE. [Closing Date] The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of ULURU Inc., a Nevada corporation (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to Ironridge Global III, LLC, a Delaware limited liability company (“Purchaser”), by Company, to fulfill the requirement under the Preferred Stock Purchase Agreement, dated as of September 12, 2011, between Purchaser and Company (“Agreement”). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Attached hereto as Exhibit “A” is a true, correct and complete copy of the Articles of Incorporation of Company, as in effect on the Execution Date. Attached hereto as Exhibit “B” is a true, correct and complete copy of the Bylaws of Company, as in effect on the Execution Date. Attached hereto as Exhibit “C” is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.
FORM OF SECRETARY’S CERTIFICATE. April 6, 2016 The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of Lxxxx Energy, Inc., a Nevada corporation (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to ____________________ (“Investor”), by Company, to fulfill the requirement under the Securities Purchase Agreement, dated April 6, 2016, between Investor and Company (“Agreement”). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Attached hereto as Exhibit “A” is a true, correct and complete copy of the Certificate of Incorporation of Company, as in effect on the Effective Date. Attached hereto as Exhibit “B” is a true, correct and complete copy of the Bylaws of Company, as in effect on the Effective Date. Attached hereto as Exhibit “C” is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.
FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Amended and Restated Common Stock Purchase Agreement dated as of July 23, 2019 (the “Common Stock Purchase Agreement”), by and between RXXXXX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Six Million Five Hundred Thousand Dollars ($6,500,000) of the Company’s Common Stock, par value $0.001 (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 as follows in his capacity as such:
FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of December 18, 2015 (the “Common Stock Purchase Agreement”), by and between RXXXXX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Ten Million Dollars ($10,000,000) of the Company’s Common Stock, par value $0.001 (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, in his capacity as such, hereby certifies as follows:
FORM OF SECRETARY’S CERTIFICATE. Reference is made to the Master Loan and Security Agreement, dated as of the date hereof, between [Customer Name] (the “Agreement”), a [corporation/limited liability company/limited liability partnership/limited partnership] organized and existing under the laws of the State of [ ] (the “Debtor”) and General Electric Capital Corporation (the “Secured Party”). Capitalized terms used but not defined herein are used with the meanings assigned to such terms in the Agreement. I, , do hereby certify that:
FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(j) of that certain Purchase Agreement dated as of September 27, 2018 (the “Purchase Agreement”), by and between ONCOLYTICS BIOTECH INC., a company incorporated under the Business Corporations Act (Alberta) (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”). 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 as follows:
FORM OF SECRETARY’S CERTIFICATE. August 10, 2015 The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of 6D Global Technologies, Inc., a Delaware corporation (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to ____________________ (“Investor”), by Company, to fulfill the requirement under the Stock Purchase Agreement, dated August 10, 2015, between Investor and Company (“Agreement”). Terms used and not defined in this Certificate have the meanings set forth in the Agreement. Attached hereto as Exhibit “A” is a true, correct and complete copy of the Certificate of Incorporation of Company, as in effect on the Effective Date. Attached hereto as Exhibit “B” is a true, correct and complete copy of the Bylaws of Company, as in effect on the Effective Date. Attached hereto as Exhibit “C” is a true, correct and complete copy of the resolutions of the Board of Directors of Company authorizing the Agreement, the Transaction Documents, and the transactions contemplated thereby. Such resolutions have not been amended or rescinded and remain in full force and effect as of the date hereof.
