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 November 3, 2017 (“Purchase Agreement”), by and between 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 Fifteen Million Dollars ($15,000,000) of the Company’s Common Stock, $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)

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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 November 3__________, 2017 (“Purchase Agreement”), by and between XXXXXXXPOKERTEK, 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 Fifteen Five Million Dollars ($15,000,0005,000,000) of the Company’s 's Common Stock, $0.001 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: Purchase Agreement (Pokertek, Inc.), 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 November 3March 17, 2017 2022 (“Purchase Agreement”), by and between XXXXXXX, INCamong 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 Fifteen Fifty Million Dollars ($15,000,00050,000,000) of the Company’s Common Stock, $0.001 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.)

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 November 3__________, 2017 (“Purchase Agreement”), by and between XXXXXXXESP 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 Fifteen Five Million Dollars ($15,000,0005,000,000) of the Company’s 's Common Stock, $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 (ESP Resources, 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 November 3September 11, 2017 2023 (the “Purchase Agreement”), by and between XXXXXXX, 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 Fifteen Fifty Million Dollars ($15,000,00050,000,000) of the Company’s Common Stock, $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(k7(k) of that certain Purchase Agreement dated as of November 3, 2017 (“Purchase Agreement”), by and between XXXXXXXMARINA 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 Fifteen Million Dollars ($15,000,000) of the Company’s Common Stock, $0.001 .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 November 3_____, 2017 (“Purchase Agreement”), by and between XXXXXXXPREMIER 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 Fifteen Ten Million Dollars ($15,000,00010,000,000) of the Company’s Common Stock, $0.001 .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 (the “Certificate”) is being delivered pursuant to Section 8(k7(a)(iv) of that certain Preferred Stock Purchase Agreement dated as of November 3January 7, 2017 2018 (the Preferred Stock Purchase Agreement”), by and between XXXXXXXALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”) ), and LINCOLN PARK CAPITAL FUND, LLC [ ] (the “InvestorBuyer”), pursuant to which the Company may sell to the Investor Buyer up to Fifteen Million Dollars ($15,000,000) 250,000,000 of the Company’s Common Class A Preferred Stock, $0.001 par value per share $0.0001 (the “Common Preferred Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Preferred Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies, on behalf of the Company and not certifies as follows in his individual capacity, capacity as followssuch:

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Alder 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 November 3__________, 2017 (“Purchase Agreement”), by and between XXXXXXX, INC.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 Fifteen Eight Million Five Hundred Thousand Dollars ($15,000,0008,500,000) of the Company’s 's Common Stock, $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(k8(II)(k) of that certain Purchase Agreement dated as of November 3May 15, 2017 2019 (“Purchase Agreement”), by and between XXXXXXX, 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 Fifteen Twenty Million Dollars ($15,000,00020,000,000) of the Company’s Common Stock, $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(k8(i) of that certain Purchase Agreement dated as of November 3June 18, 2017 2021 (“Purchase Agreement”), by and between XXXXXXXTREVI 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 Fifteen Million Dollars ($15,000,000) of the Company’s Common Stock, $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(j) of that certain Purchase Agreement dated as of November September 3, 2017 2020 (“Purchase Agreement”), by and between XXXXXXX, INCTONIX 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 Fifteen Thirty Million Dollars ($15,000,00030,000,000) of the Company’s Common Stock, $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(k7(k) of that certain Purchase Agreement dated as of November 3_____ __, 2017 (“Purchase 2013(“Purchase Agreement”), by and between XXXXXXX, INCANAVEX 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 Fifteen Ten Million Dollars ($15,000,00010,000,000) of the Company’s 's Common Stock, $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(k7(k) of that certain Purchase Agreement dated as of November 3__________, 2017 (“Purchase Agreement”), by and between XXXXXXXUSA 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 Fifteen Five Million Dollars ($15,000,0005,000,000) of the Company’s 's Common Stock, $0.001 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 (Usa Technologies 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 November 3__________, 2017 (“Purchase Agreement”), by and between XXXXXXXBACTERIN 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 Fifteen Thirty One Million Dollars ($15,000,00031,000,000) of the Company’s 's Common Stock, $0.001 .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 (the “Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of November 3, 2017 January 24. 2022 (“Purchase Agreement”), by and between XXXXXXXEFFECTOR 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 Fifteen Fifty Million Dollars ($15,000,00050,000,000) of the Company’s Common Stock, $0.001 par value $0.0001 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 November 3August 16, 2017 2022 (“Purchase Agreement”), by and between XXXXXXX, INCTONIX 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 Fifteen Fifty Million Dollars ($15,000,00050,000,000) of the Company’s Common Stock, par value $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(II)(k) of that certain Purchase Agreement dated as of November 3August 13, 2017 2020 (“Purchase Agreement”), by and between XXXXXXXODYSSEY 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 Fifteen Ten Million Two Hundred Fifty Thousand Dollars ($15,000,00010,250,000) of the Company’s 's Common Stock, $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.)

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 November 3January __________, 2017 2018 (the Common Stock Purchase Agreement”), by and between XXXXXXXVALERITAS HOLDINGS, INC., a Delaware 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 Fifteen Twenty Million Dollars ($15,000,00020,000,000) of the Company’s Common Stock, par value $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 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 (Valeritas Holdings 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 November 3March 23, 2017 2022 (“Purchase Agreement”), by and between XXXXXXXPROCESSA 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 Fifteen Million Dollars ($15,000,000) of the Company’s Common Stock, $0.001 par value $0.0001 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(k) of that certain Purchase Agreement dated as of November 324, 2017 2020 (“Purchase Agreement”), by and between XXXXXXX, 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 Fifteen Forty-Seven Million Dollars ($15,000,00047,000,000) of the Company’s Class A Common Stock, $0.001 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 November 3March 19, 2017 2020, (“Purchase Agreement”), by and between XXXXXXXIBIO, 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 Fifteen Fifty Million Dollars ($15,000,00050,000,000) of the Company’s 's Common Stock, $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(k8(i) of that certain Purchase Agreement dated as of November 3September 22, 2017 2014 (“Purchase Agreement”), by and between XXXXXXXxG 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 Fifteen Five Million Dollars ($15,000,0001,000,000) of the Company’s 's Common Stock, $0.001 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(k8(j) of that certain Purchase Agreement dated as of November 311, 2017 2020 (“Purchase Agreement”), by and between XXXXXXXMOLECULIN 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 Fifteen Twenty-Two Million Dollars ($15,000,00022,000,000) of the Company’s 's Common Stock, $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(j) of that certain Purchase Agreement dated as of November December 3, 2017 2021 (“Purchase Agreement”), by and between XXXXXXX, INCTONIX 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 Fifteen Eighty Million Dollars ($15,000,00080,000,000) of the Company’s 's Common Stock, par value $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.)

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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 November 3August 4, 2017 2023 (“Purchase Agreement”), by and between XXXXXXXIBIO, 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 Fifteen Ten Million Dollars ($15,000,00010,000,000) of the Company’s Common Stock's common stock, par value $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(k7(k) of that certain Purchase Agreement dated as of November 3, 2017 (“Purchase Agreement”), by and between XXXXXXXPREMIER 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 Fifteen Ten Million Dollars ($15,000,00010,000,000) of the Company’s Common Stock, $0.001 .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(k8(h) of that certain Purchase Agreement dated as of November 3September 8, 2017 2020, (“Purchase Agreement”), by and between XXXXXXX, INC.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 Fifteen Twenty-Six Million Dollars ($15,000,00026,000,000) of the Company’s Common Stock, $0.001 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(k) of that certain Purchase Agreement dated as of November 3August 31, 2017 (“Purchase Agreement”), by and between XXXXXXXXXXXXX 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 Fifteen Ten Million Dollars ($15,000,00010,000,000) of the Company’s 's Common Stock, $0.001 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 (Hooper Holmes 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 November 3October 20, 2017 2017, (“Purchase Agreement”), by and between XXXXXXX, INC.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 Fifteen Thirty-Five Million Dollars ($15,000,00035,000,000) of the Company’s Common Stock, $0.001 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(k) of that certain Purchase Agreement dated as of November February 3, 2017 2023 (“Purchase Agreement”), by and between XXXXXXX, INC.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 Fifteen One Hundred Fifty Million Dollars ($15,000,000150,000,000) of the Company’s Common Stock, $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 November 3August 25, 2017 (“Purchase Agreement”), by and between XXXXXXXBIOLARGO, 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 Fifteen Ten Million Dollars ($15,000,00010,000,000) of the Company’s 's Common Stock, $0.001 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(k) of that certain Purchase Agreement dated as of November 3April 5, 2017 2023 (“Purchase Agreement”), by and between XXXXXXX, 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 Fifteen Ten Million Dollars ($15,000,00010,000,000) of the Company’s Common Stockcommon stock, $0.001 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(k7(k) of that certain Common Stock Purchase Agreement dated as of November 3__________, 2017 (“Common Stock Purchase Agreement”), by and between XXXXXXXNEOGENOMICS, 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 Fifteen Eight Million Dollars ($15,000,0008,000,000) of the Company’s 's Common Stock, par value $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 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(k) of that certain Purchase Agreement dated as of November 3August 2, 2017 2022 (“Purchase Agreement”), by and between XXXXXXXPLUS 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 Fifteen Fifty Million Dollars ($15,000,00050,000,000) of the Company’s Common Stock, $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 (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 Purchase Agreement dated as of November 3__________, 2017 (“Purchase Agreement”), by and between XXXXXXX, INCNUTRA 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 Fifteen Ten Million Dollars ($15,000,00010,000,000) of the Company’s 's Common Stock, $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 (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 November 3May 26, 2017 2021 (“Purchase Agreement”), by and between XXXXXXXBROOKLYN 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 Fifteen Forty Million Dollars ($15,000,00040,000,000) of the Company’s 's Common Stock, $0.001 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 (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 November 3May 14, 2017 2021 (“Purchase Agreement”), by and between XXXXXXX, INCTONIX 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 Fifteen Eighty Million Dollars ($15,000,00080,000,000) of the Company’s 's Common Stock, $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 (the “Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Common Stock Purchase Agreement dated as of November 3March [•], 2017 2015 (the Common Stock Purchase Agreement”), by and between XXXXXXX, INC.CELLCEUTIX CORPORATION, a Delaware Nevada 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 Fifteen Thirty Million Dollars ($15,000,00030,000,000) of the Company’s Common Stock, $0.001 par value per share $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, , _________________ Secretary of the Company, hereby certifies, on behalf of the Company and not certifies as follows in his individual capacity, capacity as followssuch:

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cellceutix CORP)

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 November 3February , 2017 2020 (the Common Stock Purchase Agreement”), by and between XXXXXXXCURIS, INC., a Delaware 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 Fifteen Thirty Million Dollars ($15,000,00030,000,000) of the Company’s Common Stock, $0.001 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 certifies as follows in his capacity as such and not in his individual capacity, as followsindividually:

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Curis 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 November 3__________, 2017 (“Purchase Agreement”), by and between XXXXXXXPREMIER 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 Fifteen Ten Million Dollars ($15,000,00010,000,000) of the Company’s 's Common Stock, $0.001 .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.)

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