Contract analysis

Section 1. Representations and Warranties The undersigned has reviewed the representations and warranties of the Company set forth in Section [Insert section reference] of the Purchase Agreement. The undersigned hereby certifies that each of the representations and warranties of the Company contained in the Purchase Agreement is true and correct in all material respects as of the date hereof, with the same force and

Section 2. Performance of Covenants and Obligations The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, obligations, and conditions required by the Purchase Agreement to be performed or complied with by the Company at or prior to the Closing Date, including, without limitation, all covenants set forth in Section [__] of the Purchase Agr

Section 3. No Material Adverse Change The undersigned hereby certifies that since the date of the Purchase Agreement, there has been no event, occurrence, development, state of circumstances, change, effect, condition, or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company (as the term "Material Adverse Effect" is defined in the

Section 4. Conditions to Closing The undersigned hereby certifies that, to the knowledge of the undersigned, all conditions to the obligations of the Investors to consummate the transactions contemplated by the Purchase Agreement, as set forth in Section [Insert section reference] of the Purchase Agreement, have been satisfied or, to the extent permitted by the terms of the Purchase Agreement, duly waived in writing

Section 5. No Litigation The undersigned hereby certifies that no action, suit, claim, proceeding, arbitration, mediation, or investigation (whether civil, criminal, administrative, or otherwise) is pending or, to the knowledge of the undersigned, threatened in writing before any court, governmental authority, administrative agency, regulatory body, or arbitrator, domestic or foreign, that (a) seeks to restrain, enjo

Section 6. Consents and Approvals The undersigned hereby certifies that all authorizations, approvals, consents, licenses, permits, orders, qualifications, registrations, and exemptions of, and all filings, declarations, notices, and registrations with, any federal, state, local, or foreign governmental authority, regulatory body, or self-regulatory organization that are required in connection with the lawful executi

Section 7. Authorized Shares The undersigned hereby certifies that the authorized capital stock of the Company, as set forth in the Amended and Restated Certificate of Incorporation as filed with and accepted by the Secretary of State of the Company's state of incorporation, is sufficient to permit the issuance and sale of all shares of Series A Preferred Stock to be issued and sold to the Investors pursuant to the P

Section 8. Capitalization The undersigned hereby certifies that the capitalization of the Company as of the Closing Date, immediately prior to the Closing (and without giving effect to the issuance and sale of the shares of Series A Preferred Stock at the Closing), is as set forth in Section [Insert section reference] of the Purchase Agreement and the Disclosure Schedules attached thereto, as supplemented and updated

Section 9. No Defaults The undersigned hereby certifies that the Company is not in default under, and no event has occurred that, with the giving of notice or lapse of time or both, would constitute a default by the Company under, any material agreement, contract, instrument, indenture, mortgage, deed of trust, lease, license, judgment, order, injunction, writ, decree, or ruling to which the Company is a party or by

Section 10. Disclosure The undersigned hereby certifies that no representation or warranty of the Company contained in the Purchase Agreement, and no statement contained in the Disclosure Schedules or in any certificate, exhibit, schedule, document, instrument, or written statement furnished or to be furnished to the Investors by or on behalf of the Company pursuant to the Purchase Agreement or in connection with the