Contract analysis

Section 1 — Identity and Authority of Certifying Officer The undersigned, [Insert Name], [Insert Title] of Quillen Technologies, Inc., hereby certifies, on behalf of the Company and not in any individual capacity, as follows. The undersigned is a duly authorized officer of the Company and has been authorized by the Board of Directors of the Company to execute and deliver this Certificate on behalf of the Company in c

Section 2 — Bring-Down of Representations and Warranties The undersigned hereby certifies that each of the representations and warranties of the Company contained in Article [__] of the Agreement (collectively, the "Company Representations") is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though each such representation and warranty had been m

Section 3 — Compliance with Covenants and Conditions The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, obligations, and conditions contained in the Agreement that are required to be performed or complied with by the Company on or before the Closing Date, including, without limitation, those covenants and agreements set forth in Sectio

Section 4 — No Material Adverse Effect The undersigned hereby certifies that, since the date of the Agreement through and including the Closing Date, no event, occurrence, development, change, effect, condition, state of facts, or circumstance has occurred or arisen that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company. For the avoidance of

Section 5 — No Legal Impediment The undersigned hereby certifies that, as of the Closing Date: (a) no action, suit, claim, proceeding, hearing, investigation, charge, complaint, demand, or notice has been instituted, commenced, or, to the Company's knowledge, threatened, before any federal, state, local, or foreign court, tribunal, governmental agency, regulatory authority, or arbitral body (each, a "Governmental Aut

Section 6 — Amended and Restated Certificate of Incorporation The undersigned hereby certifies that: (a) the Amended and Restated Certificate of Incorporation of the Company, in the form attached as Exhibit [__] to the Agreement (the "Restated Certificate"), has been duly adopted by the Board of Directors and stockholders of the Company in accordance with the applicable provisions of the General Corporation Law of th

Section 7 — Authorized and Issued Shares The undersigned hereby certifies that: (a) the [Insert total number of shares of Series A Preferred Stock] shares of Series A Preferred Stock to be sold and issued to the Investors at the Closing (the "Shares") have been duly authorized by all necessary corporate action on the part of the Company, including approval by the Board of Directors and, to the extent required by appl

Section 8 — Disclosure Schedule Updates The undersigned hereby certifies that: (a) except as set forth in any supplements or updates to the Disclosure Schedules delivered by the Company to the Investors prior to the Closing in accordance with Section [__] of the Agreement (the "Schedule Supplements"), the Company is not aware of any facts, circumstances, events, or developments that would require any amendment, modif

Section 9 — Limitation and Disclaimer This Certificate is delivered solely on behalf of the Company, and the undersigned executes this Certificate in his or her capacity as an authorized officer of the Company and not in any individual or personal capacity. The undersigned shall have no personal liability to any Investor or any other person or entity in connection with or arising out of the certifications made herein