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Contract analysis / secretarys-certificate-novamart-form.docx
secretarys-certificate-novamart-form.docx
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Medium · 0
Standard · 2
Section 1: Certificate of Incorporation
Section 1: Certificate of Incorporation The undersigned hereby certifies that attached hereto as Exhibit A is a true, complete, and correct copy of the Certificate of Incorporation of NovaMart Global Inc. (the "Certificate of Incorporation"), as originally filed with the Secretary of State of the State of Delaware, together with all amendments and restatements thereto through and including the date hereof, including,
Section 2: Bylaws
Section 2: Bylaws The undersigned hereby certifies that attached hereto as Exhibit B is a true, complete, and correct copy of the Bylaws of NovaMart Global Inc. (the "Bylaws"), as currently in effect on the date hereof. The Bylaws have not been amended, restated, supplemented, or otherwise modified since ____, 20_ [date of last amendment to be inserted], and are in full force and effect as of the date of this Certifi
Section 3: Stockholder Written Consent
High
⚑ Indemnity / guarantee obligation
Section 3: Stockholder Written Consent The undersigned hereby certifies that attached hereto as Exhibit C is a true, complete, and correct copy of the Written Consent of the Stockholders of NovaMart Global Inc. (the "Stockholder Written Consent"), which was duly adopted by the stockholders of the Company in lieu of a meeting of stockholders pursuant to Section 228 of the General Corporation Law of the State of Delawa
Section 4: Board Resolutions
Section 4: Board Resolutions The undersigned hereby certifies that the Board of Directors of NovaMart Global Inc. (the "Board") duly adopted resolutions (the "Board Resolutions") at a meeting duly called and held [or by unanimous written consent in lieu of a meeting] in accordance with the Certificate of Incorporation, the Bylaws, and the DGCL, a true, complete, and correct copy of which Board Resolutions is attached
Section 5: Incumbency of Officers
Standard
⚑ Commercial term
Section 5: Incumbency of Officers The undersigned hereby certifies that each of the following persons is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of NovaMart Global Inc. in the capacity set forth opposite his or her respective name below, and that the signature set forth opposite each such person's name is his or her true and genuine signature: Each of the persons identified
Section 6: Good Standing
Section 6: Good Standing The undersigned hereby certifies that, to the best of his/her knowledge after due inquiry, the Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership, leasing, or operatio
Section 7: No Amendments or Modifications
Section 7: No Amendments or Modifications The undersigned hereby certifies that since the date of the Agreement (May 20, 2025), neither the Certificate of Incorporation nor the Bylaws of the Company have been amended, supplemented, restated, or otherwise modified in any respect. No proceedings for the amendment, supplement, restatement, or other modification of the Certificate of Incorporation or the Bylaws of the Co
Section 8: Authorized Capital Stock
Standard
⚑ Commercial term
Section 8: Authorized Capital Stock The undersigned hereby certifies that the authorized capital stock of the Company, as set forth in the Certificate of Incorporation, consists of: (a) ____ (___) shares of Common Stock, par value $0.001 per share ("Common Stock"); and (b) ____ (___) shares of Preferred Stock, par value $0.001 per share ("Preferred Stock"). [Authorized share amounts to be confirmed and inserted based