Contract analysis

I. INTRODUCTORY RECITALS AND CERTIFICATION PREAMBLE [Insert Name], the undersigned, hereby certifies that [he/she] is the duly elected, qualified, and acting [Secretary / Assistant Secretary] of [Insert Full Legal Name of Target Company], a [Insert jurisdiction] [Insert entity type] (the "Company"), and in such capacity is authorized to execute and deliver this certificate on behalf of the Company. The Company is a c

Section 1. Certificate of Incorporation [He/She] has compared the copy of the [Certificate of Incorporation / Charter] of the Company attached hereto as Exhibit A (the "Charter") with the original [Certificate of Incorporation / Charter] on file with the [Secretary of State of the State of [Insert jurisdiction]] and in the records of the Company, and such copy is a true, correct, and complete copy thereof. The copy a

Section 2. Bylaws The copy of the [Bylaws / Amended and Restated Bylaws] of the Company attached hereto as Exhibit B (the "Bylaws") is a true, correct, and complete copy of the Bylaws of the Company as in effect on the date hereof. The Bylaws have not been amended, supplemented, restated, or otherwise modified since [Insert date of last amendment], and no action has been taken by the Board of Directors or the stockho

Section 3. Board Resolutions The copies of the resolutions of the Board of Directors of the Company attached hereto as Exhibit C (the "Resolutions") are true, correct, and complete copies of the resolutions duly adopted by the Board of Directors of the Company by [unanimous written consent / at a duly convened meeting held on [Insert date] at which a quorum was present and acting throughout], in accordance with the C

Section 4. Stockholder Approval The Company has obtained all requisite stockholder approvals necessary under the [General Corporation Law of the State of [Insert jurisdiction]], the Company's Certificate of Incorporation and Bylaws, and the Agreement for the consummation of the transactions contemplated by the Agreement, including, without limitation, the Merger and the other transactions contemplated thereby. Such s

Section 5. Incumbency of Officers The following persons are the duly elected or appointed, qualified, and acting officers of the Company holding the offices set forth opposite their respective names below, and the signatures set forth opposite their respective names are their true and genuine signatures. Each such officer has been duly authorized by the Board of Directors of the Company, pursuant to the Resolutions o

Section 6. Good Standing and Existence The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of [Insert jurisdiction of incorporation]. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. The Company is duly qualified or licensed to transact busine

Section 7. No Dissolution or Winding Up No action or proceeding has been instituted, taken, or authorized by the Company, its Board of Directors, or its stockholders for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary. To the knowledge of the undersigned, no petition or application has been filed by any third party seeking or requesting the dissolution, liquidation, or win

III. GENERAL REPRESENTATIONS OF THE CERTIFYING OFFICER The undersigned has made due inquiry and investigation as the undersigned has deemed necessary and appropriate in connection with the foregoing certifications set forth in this certificate, including, without limitation, a review of the corporate records and minute books of the Company, consultation with the Company's officers, directors, and legal counsel, and s

IV. RELIANCE LANGUAGE [Insert Full Legal Name of SPAC], [Insert Full Legal Name of Merger Sub], and their respective directors, officers, employees, agents, attorneys, advisors, representatives, and legal counsel are entitled to rely upon this certificate and the certifications, representations, and statements contained herein in connection with the Closing and the consummation of the transactions contemplated by the

V. EXECUTION BLOCK IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of [Insert date], [Insert year]. ________________________________________ [Insert Name] [Secretary / Assistant Secretary] [Insert Full Legal Name of Target Company]

VI. COUNTER-CERTIFICATION Guidance Note: If the Company does not have a separate Secretary, or if additional authentication is desired, or if the certifying officer is not the principal executive officer of the Company, include the following officer counter-certification. This counter-certification provides additional assurance as to the identity and authority of the certifying officer and is customary in de-SPAC tra