Contract analysis

1. Certificate of Incorporation. The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate"), as duly filed with the Secretary of State of the State of [Insert State — e.g., Delaware] on [Insert Filing Date]. The copy attached hereto as Exhibit A is a true and accurate repr

2. Bylaws. The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as currently in effect (the "Bylaws"). The Bylaws have not been amended, supplemented, restated, or otherwise modified since [Insert Date of Last Amendment or Original Adoption], and the Bylaws remain in full force and effect as of the date hereof. No proceedings have been

3. Board Resolutions. The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company (the "Board Resolutions"), adopted by [unanimous written consent / at a meeting duly called and held in accordance with the Bylaws and the General Corporation Law of the State of [Insert State]] on [Insert Date], authori

4. Stockholder Consents. The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of the written consent of the stockholders of the Company (the "Stockholder Consent"), duly executed by the holders of the requisite number of outstanding shares of the Company's capital stock (voting together as required by the Company's Certificate of Incorporation and applicable law), a

5. Incumbency of Officers and Directors. The undersigned hereby certifies that set forth below are the names, titles, and specimen signatures of the officers and directors of the Company who are authorized to execute and deliver the Purchase Agreement, the Related Agreements, and any other documents, instruments, or certificates on behalf of the Company in connection with the Closing. Each such person has been duly a

6. Good Standing. The undersigned hereby certifies that attached hereto as Exhibit E is a certificate of good standing (or certificate of legal existence, as applicable) of the Company issued by the Secretary of State of the State of [Insert State of Incorporation], dated on or about [Insert Date], confirming that the Company is a corporation in good standing under the laws of such state, that it has paid all applica

7. No Amendments or Modifications. The undersigned hereby certifies that, except as set forth in the exhibits attached hereto, no amendments, supplements, restatements, or other modifications have been made to the Restated Certificate, the Bylaws, the Board Resolutions, or the Stockholder Consent described herein since the respective dates of their adoption, filing, or execution (as applicable), and each of the foreg

8. Authorized Capital Stock. The undersigned hereby certifies that, as of immediately prior to the Closing and after giving effect to the filing of the Restated Certificate with the Secretary of State of the State of [Insert State], the authorized capital stock of the Company consists of the following: (a) Common Stock. [Insert Number] shares of Common Stock, par value $[Insert Par Value] per share, of which [Insert