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Contract analysis / secretarys-certificate-borrower.docx
secretarys-certificate-borrower.docx
1010-00001 · 6 clauses
High · 0 Medium · 1 Standard · 1
1. Certificate of Incorporation
1. Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc. (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware, and as currently in full force and effect on the date hereof. The Certificate of Incorporation, as attached hereto as Exhibit A,
2. Bylaws
2. Bylaws Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Arbor Health Technologies Inc. (the "Bylaws"), as amended and restated through the date hereof and as currently in full force and effect. The copy of the Bylaws attached hereto as Exhibit B has been compared by the undersigned against the original Bylaws maintained in the corporate minute books of the Co
3. Board Resolutions Medium
⚑ Notice / time limit to track
3. Board Resolutions Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company at a duly convened meeting of the Board of Directors held on August 2, 2024 (the "Board Meeting"). The Board Meeting was duly called and held in accordance with the Certificate of Incorporation, the Bylaws, and the General Corporation Law
4. Good Standing Certificates Standard
⚑ Commercial term
4. Good Standing Certificates Attached hereto as Exhibit D are certificates of good standing (or equivalent certificates of status or existence) for the Company, issued by the governmental authorities identified below, each of which was obtained by or on behalf of the Company in connection with the closing of the Bridge Loan: Exhibit D-1: Certificate of Good Standing — State of Delaware. Attached hereto as Exhibit D-
5. Incumbency Certificate
5. Incumbency Certificate The undersigned hereby certifies that the following persons are the duly elected or appointed officers of the Company, each holding the office set forth opposite his or her name below as of the date hereof, and each has been duly authorized by the Board of Directors of the Company, pursuant to the Resolutions attached hereto as Exhibit C, to execute and deliver, on behalf of the Company, the
6. Additional Certifications
6. Additional Certifications In addition to the foregoing, the undersigned hereby further certifies as follows: (a) Employer Identification Number. The Company's Employer Identification Number (EIN), as assigned by the Internal Revenue Service, is 88-3164720. (b) Public Company Status. The Company's shares of common stock, par value $0.001 per share, are listed on the Nasdaq Global Select Market under the ticker symb