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 , (the “Common Stock Purchase Agreement”), by and between DYNAVAX TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC (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 $0.001 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 as follows:
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:
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 BioPharma, a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”), by Company, to fulfill the requirement under the Common 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 Certificate 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. 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. 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 Stock 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. 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 (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of July 24, 2023 (“Purchase Agreement”), by and between 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 Ten Million Dollars ($10,000,000) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). 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:
FORM OF SECRETARY’S CERTIFICATE. November 6, 2012 The undersigned hereby certifies that: The undersigned is the duly appointed Secretary of The Digital Development Group Corporation, a Nevada corporation (the “Company”). This Secretary’s Certificate (“Certificate”) is being delivered to Ironridge Media Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”), by Company, to fulfill the requirement under the Securities Purchase Agreement, dated as of November 6, 2012, 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 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. 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 October 23, 2019 (the “Purchase Agreement”), by and between GENOCEA BIOSCIENCES, INC., a Delaware corporation (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:
