1009-00003 · Client 1009 · Closing

officers-certificate-skybridge-form.docx DOCUMENT M&A / Corporate

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CONFIDENTIAL TREATMENT REQUESTED

FORM — TO BE EXECUTED AT CLOSING

OFFICER'S CERTIFICATE OF [INSERT COMPANY NAME]

Pursuant to Section [Insert BCA Section Reference] of the Business Combination Agreement

FORM — TO BE EXECUTED AT CLOSING

This Officer's Certificate (this "Certificate") is being delivered pursuant to Section [insert section number] of that certain Business Combination Agreement, dated as of [insert date] (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among [insert full legal name of SPAC], a [insert entity type and jurisdiction] ("Acquiror"), [insert full legal name of Merger Sub], a [insert entity type and jurisdiction] and a direct, wholly owned subsidiary of Acquiror ("Merger Sub"), and [insert full legal name of Target], a [insert entity type and jurisdiction] (the "Company").

Dated as of [●], 2025

The undersigned officers are executing and delivering this Certificate in their respective capacities as [insert title] and [insert title] of the Company, and not in their individual or personal capacities, on behalf of the Company, in connection with the consummation of the transactions contemplated by the Agreement (the "Transactions").

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement. All references herein to sections, articles, and exhibits shall refer to sections, articles, and exhibits of the Agreement unless otherwise specified.

Each of the undersigned hereby certifies, represents, and confirms to Acquiror and Merger Sub as follows:

Section 1 — Certifying Officers; Authority

1.1 The undersigned certifying officers of the Company are:

(a) [Insert Name], [Insert Title] of the Company; and

(b) [Insert Name], [Insert Title] of the Company.

1.2 Each of the undersigned certifying officers is a duly elected or appointed, qualified, and acting officer of the Company. Each such officer has been duly authorized by the board of directors (or equivalent governing body) of the Company, or is authorized by virtue of the authority vested in such officer's office under the organizational documents of the Company, to execute and deliver this Certificate on behalf of the Company.

1.3 Each of the undersigned certifying officers has made due and diligent inquiry and investigation as such officer has deemed necessary and appropriate in order to provide the certifications, representations, and confirmations set forth in this Certificate. In making such inquiry and investigation, each undersigned officer has, among other things, reviewed the Agreement and the schedules and exhibits thereto, consulted with senior management personnel, legal counsel, financial advisors, and other representatives of the Company, reviewed relevant corporate records and documents, and conducted such other diligence as such officer has determined to be appropriate in the circumstances.

1.4 The undersigned officers are delivering this Certificate with full knowledge of and in reliance upon the provisions of the Agreement and the obligations of the Company thereunder, including, without limitation, the conditions to the obligations of Acquiror and Merger Sub to consummate the Transactions as set forth in Article [●] of the Agreement.

Section 2 — Certification Regarding Representations and Warranties

The undersigned hereby certify, with respect to the representations and warranties of the Company set forth in the Agreement, as follows:

2(a) — Fundamental Representations

The Fundamental Representations of the Company contained in the Agreement (as specified in Section [insert BCA section reference defining Fundamental Representations]) are true and correct in all respects (other than de minimis inaccuracies) as of the date hereof as though made on and as of the date hereof (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all respects (other than de minimis inaccuracies) as of such earlier date).

[Guidance Note: The "Fundamental Representations" of the Company typically include, without limitation, representations and warranties relating to: (i) due organization, valid existence, and good standing; (ii) corporate authorization and power; (iii) capitalization; (iv) authority to execute and deliver the Agreement and consummate the Transactions; (v) absence of conflicts with organizational documents; and (vi) such other representations as are designated as "Fundamental Representations" in the Agreement. Counsel should confirm the specific sections of the Agreement that constitute the Company's Fundamental Representations by cross-referencing the definition thereof in the Agreement or the applicable closing condition provision. The "de minimis" qualifier should be verified against the exact language of the bring-down closing condition in the Agreement.]

2(b) — General Representations

The representations and warranties of the Company contained in the Agreement (other than the Fundamental Representations addressed in Section 2(a) above) are true and correct in all respects (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" or similar qualifications set forth therein) as of the date hereof as though made on and as of the date hereof (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

[Guidance Note: The foregoing formulation employs a "double-materiality scrape," which operates in two steps: first, all internal materiality and Material Adverse Effect qualifiers within the individual representations and warranties are disregarded for purposes of determining whether such representations and warranties are true and correct; and second, any inaccuracy is then measured against the overall Material Adverse Effect standard (i.e., the failure of such representations and warranties to be true and correct must not, individually or in the aggregate, have had or be reasonably expected to have a Material Adverse Effect). This formulation should be verified against and must match the exact language of the bring-down closing condition applicable to the Company's representations and warranties as set forth in the Agreement. If the Agreement employs a different materiality standard for the bring-down of general representations and warranties (e.g., "true and correct in all material respects" without a double-materiality scrape, or "true and correct" without any materiality qualifier), the language of this Section 2(b) must be adjusted accordingly.]

Section 3 — Certification Regarding No Material Adverse Effect

Since the date of the Agreement, no event, change, effect, development, state of facts, condition, circumstance, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.

[Guidance Note: The term "Material Adverse Effect" (or "Company Material Adverse Effect," as applicable) should be used as defined in Article [insert article number] of the Agreement. The definition of Material Adverse Effect in the Agreement customarily includes a series of carve-outs and exceptions for certain categories of events, changes, and circumstances that shall not be taken into account in determining whether a Material Adverse Effect has occurred, including, without limitation: (a) changes in general economic, business, or financial market conditions; (b) changes affecting the industry or industries in which the Company operates generally; (c) changes in applicable law or accounting standards (including GAAP or IFRS); (d) geopolitical conditions, including acts of war, armed hostilities, sabotage, terrorism, or military actions; (e) epidemics, pandemics, or disease outbreaks (including COVID-19 and any variants thereof or mutations thereto, and any related quarantine or shutdown orders or restrictions by any governmental authority); (f) the announcement, pendency, or consummation of the Transactions; (g) the identity of, or any facts or circumstances relating to, Acquiror or its affiliates; (h) any failure by the Company to meet any internal or external projections, forecasts, budgets, or estimates of revenue, earnings, or other financial metrics (provided that the underlying cause of any such failure may be taken into account); and (i) any actions taken (or omitted to be taken) at the request of or with the consent of Acquiror. Certain of these carve-outs may be subject to a "disproportionate impact" exception, which provides that if such events disproportionately affect the Company relative to similarly situated companies in the same industry, the disproportionate impact may be considered. These carve-outs and exceptions are incorporated by reference through the defined term and need not be restated in this Certificate. Counsel should confirm the precise scope and wording of the Material Adverse Effect definition and all applicable carve-outs.]

Section 4 — Certification Regarding Covenants and Agreements

The Company has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by the Company at or prior to the Closing.

[Guidance Note: This certification covers all pre-closing covenants and agreements of the Company set forth in the Agreement, including, without limitation, the following categories of obligations:

(a) Conduct of business in the ordinary course of business consistent with past practice during the interim period between signing and closing (interim operating covenants), including, without limitation, negative covenants restricting specified actions without the prior written consent of Acquiror;

(b) No-shop, non-solicitation, and exclusivity obligations of the Company with respect to alternative acquisition proposals or competing transactions;

(c) Access and information covenants, including providing Acquiror and its representatives with reasonable access to the books, records, properties, personnel, and facilities of the Company and its subsidiaries;

(d) Cooperation with respect to the preparation, filing, and prosecution of all filings and submissions required in connection with the Transactions with the U.S. Securities and Exchange Commission (the "SEC") and other applicable governmental authorities, including cooperation with respect to the preparation and filing of the registration statement and/or proxy statement/prospectus;

(e) Cooperation with respect to the receipt of all necessary regulatory approvals, consents, authorizations, and clearances required to consummate the Transactions;

(f) Delivery of required third-party consents and approvals, including any consents required under material contracts, leases, licenses, or permits;

(g) Notification obligations with respect to any breach or potential breach of the Company's representations, warranties, covenants, or agreements under the Agreement, and with respect to any material developments, events, or changes that have occurred or are reasonably likely to occur;

(h) Cooperation with respect to financing activities and PIPE or other equity commitment transactions, if applicable;

(i) Preparation and delivery of updated financial statements and other required financial information; and

(j) Such other pre-closing covenants and agreements of the Company as are set forth in the Agreement.

Counsel should confirm that the materiality qualifier ("in all material respects") set forth in this Section 4 matches the corresponding closing condition language in the Agreement. If the Agreement requires strict compliance without a materiality qualifier, or if the Agreement employs a different materiality standard, the language of this Section 4 must be adjusted accordingly.]

Section 5 — Certification Regarding No Legal Impediment

[Optional Section — Include if Required by the Agreement's Closing Conditions]

No order, writ, injunction, decree, judgment, ruling, assessment, or award of any court, tribunal, arbitral body, governmental authority, or other body or authority of competent jurisdiction (whether temporary, preliminary, or permanent) is in effect that would prevent, restrain, enjoin, or prohibit the consummation of the Transactions contemplated by the Agreement, or that would impose any material conditions or restrictions on any party in connection therewith that are not contemplated by the Agreement.

[Guidance Note: Counsel should confirm whether this certification is required to be included in this Officer's Certificate as a condition to the obligations of Acquiror and Merger Sub to consummate the Transactions, or whether this condition is separately addressed in a mutual closing condition (typically requiring both parties to certify to the absence of legal impediments) and is therefore addressed in a separate certificate, compliance certificate, or closing confirmation. If this condition is mutual in nature and is not a Company-specific closing deliverable, this Section 5 may be omitted. If this Section 5 is included, counsel should verify that the scope of the certification (e.g., covering only domestic courts and governmental authorities, or also covering foreign courts and governmental authorities) matches the closing condition in the Agreement.]

Section 6 — Certification Regarding Minimum Cash Condition (If Applicable)

[Optional Section — Include Only if the Agreement Requires the Company's Officers to Certify the Minimum Cash Condition]

As of the date hereof, the Available Cash (as defined in Section [insert section reference] of the Agreement) is not less than $[insert amount] (the "Minimum Cash Amount").

[Guidance Note: In many SPAC business combination transactions, the minimum cash condition (or trust account condition) is typically certified by the Acquiror (i.e., the SPAC entity) rather than by the Company (i.e., the target), as the Acquiror is the entity that controls the trust account and has direct knowledge of redemptions, PIPE commitments, and other sources and uses of cash at closing. In some transactions, the minimum cash condition is certified jointly by the Company and the Acquiror, or the Company is asked to certify satisfaction of the condition based on information provided by the Acquiror. Counsel should confirm which party bears the certification obligation with respect to the minimum cash condition under the Agreement. If this obligation falls solely on the Acquiror, this Section 6 should be omitted from this Certificate. If the Company is required to certify the minimum cash condition (whether solely or jointly), counsel should confirm the definition of "Available Cash" or equivalent term in the Agreement, including the sources and uses that are included in the calculation (e.g., amounts remaining in the trust account after giving effect to redemptions, proceeds of any PIPE investment, proceeds of any backstop or forward purchase agreements, and any other committed equity or debt financing), and should coordinate with the Acquiror and its counsel to obtain accurate cash figures at or immediately prior to the Closing.]

Section 7 — Reliance and Intended Beneficiaries

7.1 This Certificate is being delivered to Acquiror and Merger Sub to satisfy a condition to the obligations of Acquiror and Merger Sub to consummate the Transactions contemplated by the Agreement, as set forth in Section [insert section reference] of the Agreement (the "Acquiror Closing Conditions").

7.2 Acquiror and Merger Sub are entitled to rely on this Certificate and the certifications, representations, and confirmations set forth herein in determining whether the Acquiror Closing Conditions have been satisfied. The delivery of this Certificate shall constitute a confirmation by the Company that, to the knowledge of the undersigned officers after due and diligent inquiry and investigation, each of the Acquiror Closing Conditions addressed herein has been satisfied (or, to the extent applicable, waived by Acquiror) as of the date hereof.

7.3 This Certificate is delivered solely for the benefit of Acquiror and Merger Sub and their respective successors and permitted assigns, and may not be relied upon by any other person or entity for any purpose without the prior written consent of the Company. Nothing in this Certificate, express or implied, is intended to or shall confer upon any person or entity other than Acquiror and Merger Sub any right, benefit, or remedy of any nature whatsoever under or by reason of this Certificate.

Section 8 — Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the State of [insert governing law jurisdiction], without regard to conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction.

[Guidance Note: The governing law provision of this Certificate should match the governing law provision of the Agreement. If the Agreement is governed by the laws of the State of Delaware, this Certificate should likewise be governed by the laws of the State of Delaware. If the Agreement is governed by the laws of a different jurisdiction, this Certificate should reference that same jurisdiction. Counsel should verify the governing law provision of the Agreement and ensure consistency.]

Section 9 — Limitation of Liability / Capacity

9.1 The certifications, representations, and confirmations set forth in this Certificate are made by the undersigned officers solely in their respective capacities as officers of the Company and not in their individual or personal capacities. The undersigned officers are executing and delivering this Certificate solely on behalf of the Company and in furtherance of the Company's obligations under the Agreement.

9.2 Nothing in this Certificate shall be deemed to create, and the undersigned officers shall not have, any personal liability or obligation of any nature whatsoever on the part of the undersigned officers (or any other officer, director, employee, or agent of the Company) in connection with the certifications, representations, and confirmations set forth herein. Acquiror and Merger Sub acknowledge and agree that their sole recourse with respect to the matters addressed in this Certificate shall be against the Company in accordance with, and subject to the limitations set forth in, the Agreement.

9.3 The undersigned officers make no representations, warranties, or certifications in this Certificate other than those expressly set forth herein, and no other representations, warranties, or certifications shall be implied or inferred from this Certificate or from the delivery hereof.

[Remainder of This Page Intentionally Left Blank; Signature Page Follows]

SIGNATURE PAGE TO OFFICER'S CERTIFICATE

IN WITNESS WHEREOF, the undersigned have executed and delivered this Officer's Certificate as of the date first written above.

[INSERT COMPANY NAME]

By: ________

Name: [Insert Name]

Title: [Insert Title, e.g., Chief Executive Officer]

Date: [●], 2025

By: ________

Name: [Insert Name]

Title: [Insert Title, e.g., Chief Financial Officer]

Date: [●], 2025

[Guidance Note: Confirm whether the Agreement requires both officers to sign this Certificate or permits a single authorized officer of the Company to execute and deliver this Certificate. If the applicable closing condition in the Agreement specifies delivery of an "officer's certificate signed by [two] officers of the Company" (or words to similar effect), then both signature blocks set forth above must be completed. If only a single authorized officer is required, the second signature block may be omitted. In either case, counsel should confirm that each signing officer is duly authorized to execute and deliver this Certificate, whether by resolution of the board of directors or by virtue of such officer's office under the organizational documents of the Company.]

FORMATTING AND EXECUTION INSTRUCTIONS

(Internal Guidance — Not Part of Certificate — To Be Removed Prior to Execution)

The following instructions are provided for the internal use of counsel and the Company's transaction team in connection with the preparation and execution of this Officer's Certificate. These instructions are not part of the Certificate and must be removed in their entirety prior to execution and delivery of the Certificate.

1. Completion of Bracketed Information. This form should be completed by inserting all bracketed information (indicated by "[●]" or "[Insert _]" placeholders) prior to execution. No bracketed placeholders should remain in the executed version of this Certificate. All insertions should be reviewed for accuracy and consistency with the Agreement.

2. Pre-Execution Bring-Down Diligence. Prior to execution, counsel should confirm that all representations and warranties of the Company remain true and correct to the applicable standard set forth in the Agreement, that no Material Adverse Effect has occurred since the date of the Agreement, and that all covenants and agreements of the Company have been performed and complied with in all material respects (or to such other standard as specified in the Agreement). This confirmation should be based on a bring-down diligence review, including:

(a) Interviews with each certifying officer and other senior management personnel of the Company;

(b) Review of a bring-down disclosure update, if any, provided by the Company;

(d) Confirmation that no material litigation, proceedings, or governmental investigations have been initiated or threatened since the date of the Agreement that would affect the accuracy of the Company's representations and warranties;

(e) Confirmation that no material consents, approvals, or authorizations remain outstanding;

(f) Review of the Company's compliance with interim operating covenants, including review of any consent requests submitted to Acquiror during the interim period and the status thereof; and

(g) Such other diligence as counsel deems necessary and appropriate in the circumstances.

3. Cross-Referencing the Agreement. Counsel should cross-reference the specific sections and articles of the Agreement governing the following matters, and should confirm that the language of this Certificate is consistent with and accurately reflects the applicable provisions of the Agreement:

(a) The Company's closing condition, including the bring-down standard for representations and warranties, the covenant compliance standard, and the no Material Adverse Effect condition (typically found in Article [●] of the Agreement, "Conditions to Obligations of the Acquiror and Merger Sub" or similar heading);

(b) The definition of "Fundamental Representations" of the Company (typically found in Article [●] of the Agreement, "Definitions," or in the applicable closing condition provision);

(c) The definition of "Material Adverse Effect" or "Company Material Adverse Effect" (typically found in Article [●] of the Agreement, "Definitions"), including all carve-outs and exceptions;

(d) The interim operating covenants of the Company (typically found in Article [●] of the Agreement, "Covenants and Agreements" or "Conduct of Business Pending the Closing" or similar heading); and

(e) The closing deliverables provision specifying the form and content of this Certificate (typically found in the section of the Agreement addressing "Deliverables of the Company at Closing" or similar heading).

4. Coordination with Other Closing Deliverables. This Certificate should be delivered simultaneously with the following Company closing deliverables (as applicable and as required by the Agreement):

(a) Secretary's Certificate of the Company (certifying organizational documents, resolutions, and incumbency);

(b) FIRPTA Certificate (certifying that the Company is not, and has not been, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended, or alternatively, certifying the Company's status under applicable FIRPTA provisions);

(c) Good standing certificates or certificates of existence from the Company's jurisdiction of organization and any foreign qualification jurisdictions;

(d) Payoff letters and lien releases, if applicable;

(e) Executed ancillary agreements (e.g., Registration Rights Agreement, Lock-Up Agreements, Investor Rights Agreement, Employment Agreements, and other Transaction Documents);

(f) Resignations of directors and officers, as applicable; and

(g) Such other Company closing deliverables as are specified in the Agreement.

5. Execution and Retention. A fully executed original of this Certificate should be retained for inclusion in the closing binder. One or more counterparts of the fully executed Certificate should be delivered to counsel for Acquiror at or prior to the Closing. The Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by .pdf or other electronic format) shall be equally as effective as delivery of an originally executed counterpart.

6. Final Review. Prior to execution, the final form of this Certificate should be reviewed by (a) outside legal counsel to the Company, (b) outside legal counsel to Acquiror (to confirm acceptability of form and substance), and (c) each certifying officer. Any comments or revisions should be incorporated and circulated for final approval before execution copies are prepared.

[End of Formatting and Execution Instructions]

CONFIDENTIAL TREATMENT REQUESTED
FORM — TO BE EXECUTED AT CLOSING
OFFICER'S CERTIFICATE OF [INSERT COMPANY NAME]
Pursuant to Section [Insert BCA Section Reference] of the Business Combination Agreement
FORM — TO BE EXECUTED AT CLOSING
This Officer's Certificate (this "Certificate") is being delivered pursuant to Section [insert section number] of that certain Business Combination Agreement, dated as of [insert date] (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among [insert full legal name of SPAC], a [insert entity type and jurisdiction] ("Acquiror"), [insert full legal name of Merger Sub], a [insert entity type and jurisdiction] and a direct, wholly owned subsidiary of Acquiror ("Merger Sub"), and [insert full legal name of Target], a [insert entity type and jurisdiction] (the "Company").
Dated as of [●], 2025
The undersigned officers are executing and delivering this Certificate in their respective capacities as [insert title] and [insert title] of the Company, and not in their individual or personal capacities, on behalf of the Company, in connection with the consummation of the transactions contemplated by the Agreement (the "Transactions").
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement. All references herein to sections, articles, and exhibits shall refer to sections, articles, and exhibits of the Agreement unless otherwise specified.
Each of the undersigned hereby certifies, represents, and confirms to Acquiror and Merger Sub as follows:
Section 1 — Certifying Officers; Authority
1.1 The undersigned certifying officers of the Company are:
(a) [Insert Name], [Insert Title] of the Company; and
(b) [Insert Name], [Insert Title] of the Company.
1.2 Each of the undersigned certifying officers is a duly elected or appointed, qualified, and acting officer of the Company. Each such officer has been duly authorized by the board of directors (or equivalent governing body) of the Company, or is authorized by virtue of the authority vested in such officer's office under the organizational documents of the Company, to execute and deliver this Certificate on behalf of the Company.
1.3 Each of the undersigned certifying officers has made due and diligent inquiry and investigation as such officer has deemed necessary and appropriate in order to provide the certifications, representations, and confirmations set forth in this Certificate. In making such inquiry and investigation, each undersigned officer has, among other things, reviewed the Agreement and the schedules and exhibits thereto, consulted with senior management personnel, legal counsel, financial advisors, and other representatives of the Company, reviewed relevant corporate records and documents, and conducted such other diligence as such officer has determined to be appropriate in the circumstances.
1.4 The undersigned officers are delivering this Certificate with full knowledge of and in reliance upon the provisions of the Agreement and the obligations of the Company thereunder, including, without limitation, the conditions to the obligations of Acquiror and Merger Sub to consummate the Transactions as set forth in Article [●] of the Agreement.
Section 2 — Certification Regarding Representations and Warranties
The undersigned hereby certify, with respect to the representations and warranties of the Company set forth in the Agreement, as follows:
2(a) — Fundamental Representations
The Fundamental Representations of the Company contained in the Agreement (as specified in Section [insert BCA section reference defining Fundamental Representations]) are true and correct in all respects (other than de minimis inaccuracies) as of the date hereof as though made on and as of the date hereof (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all respects (other than de minimis inaccuracies) as of such earlier date).
[Guidance Note: The "Fundamental Representations" of the Company typically include, without limitation, representations and warranties relating to: (i) due organization, valid existence, and good standing; (ii) corporate authorization and power; (iii) capitalization; (iv) authority to execute and deliver the Agreement and consummate the Transactions; (v) absence of conflicts with organizational documents; and (vi) such other representations as are designated as "Fundamental Representations" in the Agreement. Counsel should confirm the specific sections of the Agreement that constitute the Company's Fundamental Representations by cross-referencing the definition thereof in the Agreement or the applicable closing condition provision. The "de minimis" qualifier should be verified against the exact language of the bring-down closing condition in the Agreement.]
2(b) — General Representations
The representations and warranties of the Company contained in the Agreement (other than the Fundamental Representations addressed in Section 2(a) above) are true and correct in all respects (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" or similar qualifications set forth therein) as of the date hereof as though made on and as of the date hereof (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.
[Guidance Note: The foregoing formulation employs a "double-materiality scrape," which operates in two steps: first, all internal materiality and Material Adverse Effect qualifiers within the individual representations and warranties are disregarded for purposes of determining whether such representations and warranties are true and correct; and second, any inaccuracy is then measured against the overall Material Adverse Effect standard (i.e., the failure of such representations and warranties to be true and correct must not, individually or in the aggregate, have had or be reasonably expected to have a Material Adverse Effect). This formulation should be verified against and must match the exact language of the bring-down closing condition applicable to the Company's representations and warranties as set forth in the Agreement. If the Agreement employs a different materiality standard for the bring-down of general representations and warranties (e.g., "true and correct in all material respects" without a double-materiality scrape, or "true and correct" without any materiality qualifier), the language of this Section 2(b) must be adjusted accordingly.]
Section 3 — Certification Regarding No Material Adverse Effect
Since the date of the Agreement, no event, change, effect, development, state of facts, condition, circumstance, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.
[Guidance Note: The term "Material Adverse Effect" (or "Company Material Adverse Effect," as applicable) should be used as defined in Article [insert article number] of the Agreement. The definition of Material Adverse Effect in the Agreement customarily includes a series of carve-outs and exceptions for certain categories of events, changes, and circumstances that shall not be taken into account in determining whether a Material Adverse Effect has occurred, including, without limitation: (a) changes in general economic, business, or financial market conditions; (b) changes affecting the industry or industries in which the Company operates generally; (c) changes in applicable law or accounting standards (including GAAP or IFRS); (d) geopolitical conditions, including acts of war, armed hostilities, sabotage, terrorism, or military actions; (e) epidemics, pandemics, or disease outbreaks (including COVID-19 and any variants thereof or mutations thereto, and any related quarantine or shutdown orders or restrictions by any governmental authority); (f) the announcement, pendency, or consummation of the Transactions; (g) the identity of, or any facts or circumstances relating to, Acquiror or its affiliates; (h) any failure by the Company to meet any internal or external projections, forecasts, budgets, or estimates of revenue, earnings, or other financial metrics (provided that the underlying cause of any such failure may be taken into account); and (i) any actions taken (or omitted to be taken) at the request of or with the consent of Acquiror. Certain of these carve-outs may be subject to a "disproportionate impact" exception, which provides that if such events disproportionately affect the Company relative to similarly situated companies in the same industry, the disproportionate impact may be considered. These carve-outs and exceptions are incorporated by reference through the defined term and need not be restated in this Certificate. Counsel should confirm the precise scope and wording of the Material Adverse Effect definition and all applicable carve-outs.]
Section 4 — Certification Regarding Covenants and Agreements
The Company has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by the Company at or prior to the Closing.
[Guidance Note: This certification covers all pre-closing covenants and agreements of the Company set forth in the Agreement, including, without limitation, the following categories of obligations:
(a) Conduct of business in the ordinary course of business consistent with past practice during the interim period between signing and closing (interim operating covenants), including, without limitation, negative covenants restricting specified actions without the prior written consent of Acquiror;
(b) No-shop, non-solicitation, and exclusivity obligations of the Company with respect to alternative acquisition proposals or competing transactions;
(c) Access and information covenants, including providing Acquiror and its representatives with reasonable access to the books, records, properties, personnel, and facilities of the Company and its subsidiaries;
(d) Cooperation with respect to the preparation, filing, and prosecution of all filings and submissions required in connection with the Transactions with the U.S. Securities and Exchange Commission (the "SEC") and other applicable governmental authorities, including cooperation with respect to the preparation and filing of the registration statement and/or proxy statement/prospectus;
(e) Cooperation with respect to the receipt of all necessary regulatory approvals, consents, authorizations, and clearances required to consummate the Transactions;
(f) Delivery of required third-party consents and approvals, including any consents required under material contracts, leases, licenses, or permits;
(g) Notification obligations with respect to any breach or potential breach of the Company's representations, warranties, covenants, or agreements under the Agreement, and with respect to any material developments, events, or changes that have occurred or are reasonably likely to occur;
(h) Cooperation with respect to financing activities and PIPE or other equity commitment transactions, if applicable;
(i) Preparation and delivery of updated financial statements and other required financial information; and
(j) Such other pre-closing covenants and agreements of the Company as are set forth in the Agreement.
Counsel should confirm that the materiality qualifier ("in all material respects") set forth in this Section 4 matches the corresponding closing condition language in the Agreement. If the Agreement requires strict compliance without a materiality qualifier, or if the Agreement employs a different materiality standard, the language of this Section 4 must be adjusted accordingly.]
Section 5 — Certification Regarding No Legal Impediment
[Optional Section — Include if Required by the Agreement's Closing Conditions]
No order, writ, injunction, decree, judgment, ruling, assessment, or award of any court, tribunal, arbitral body, governmental authority, or other body or authority of competent jurisdiction (whether temporary, preliminary, or permanent) is in effect that would prevent, restrain, enjoin, or prohibit the consummation of the Transactions contemplated by the Agreement, or that would impose any material conditions or restrictions on any party in connection therewith that are not contemplated by the Agreement.
[Guidance Note: Counsel should confirm whether this certification is required to be included in this Officer's Certificate as a condition to the obligations of Acquiror and Merger Sub to consummate the Transactions, or whether this condition is separately addressed in a mutual closing condition (typically requiring both parties to certify to the absence of legal impediments) and is therefore addressed in a separate certificate, compliance certificate, or closing confirmation. If this condition is mutual in nature and is not a Company-specific closing deliverable, this Section 5 may be omitted. If this Section 5 is included, counsel should verify that the scope of the certification (e.g., covering only domestic courts and governmental authorities, or also covering foreign courts and governmental authorities) matches the closing condition in the Agreement.]
Section 6 — Certification Regarding Minimum Cash Condition (If Applicable)
[Optional Section — Include Only if the Agreement Requires the Company's Officers to Certify the Minimum Cash Condition]
As of the date hereof, the Available Cash (as defined in Section [insert section reference] of the Agreement) is not less than $[insert amount] (the "Minimum Cash Amount").
[Guidance Note: In many SPAC business combination transactions, the minimum cash condition (or trust account condition) is typically certified by the Acquiror (i.e., the SPAC entity) rather than by the Company (i.e., the target), as the Acquiror is the entity that controls the trust account and has direct knowledge of redemptions, PIPE commitments, and other sources and uses of cash at closing. In some transactions, the minimum cash condition is certified jointly by the Company and the Acquiror, or the Company is asked to certify satisfaction of the condition based on information provided by the Acquiror. Counsel should confirm which party bears the certification obligation with respect to the minimum cash condition under the Agreement. If this obligation falls solely on the Acquiror, this Section 6 should be omitted from this Certificate. If the Company is required to certify the minimum cash condition (whether solely or jointly), counsel should confirm the definition of "Available Cash" or equivalent term in the Agreement, including the sources and uses that are included in the calculation (e.g., amounts remaining in the trust account after giving effect to redemptions, proceeds of any PIPE investment, proceeds of any backstop or forward purchase agreements, and any other committed equity or debt financing), and should coordinate with the Acquiror and its counsel to obtain accurate cash figures at or immediately prior to the Closing.]
Section 7 — Reliance and Intended Beneficiaries
7.1 This Certificate is being delivered to Acquiror and Merger Sub to satisfy a condition to the obligations of Acquiror and Merger Sub to consummate the Transactions contemplated by the Agreement, as set forth in Section [insert section reference] of the Agreement (the "Acquiror Closing Conditions").
7.2 Acquiror and Merger Sub are entitled to rely on this Certificate and the certifications, representations, and confirmations set forth herein in determining whether the Acquiror Closing Conditions have been satisfied. The delivery of this Certificate shall constitute a confirmation by the Company that, to the knowledge of the undersigned officers after due and diligent inquiry and investigation, each of the Acquiror Closing Conditions addressed herein has been satisfied (or, to the extent applicable, waived by Acquiror) as of the date hereof.
7.3 This Certificate is delivered solely for the benefit of Acquiror and Merger Sub and their respective successors and permitted assigns, and may not be relied upon by any other person or entity for any purpose without the prior written consent of the Company. Nothing in this Certificate, express or implied, is intended to or shall confer upon any person or entity other than Acquiror and Merger Sub any right, benefit, or remedy of any nature whatsoever under or by reason of this Certificate.
Section 8 — Governing Law
This Certificate shall be governed by and construed in accordance with the laws of the State of [insert governing law jurisdiction], without regard to conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction.
[Guidance Note: The governing law provision of this Certificate should match the governing law provision of the Agreement. If the Agreement is governed by the laws of the State of Delaware, this Certificate should likewise be governed by the laws of the State of Delaware. If the Agreement is governed by the laws of a different jurisdiction, this Certificate should reference that same jurisdiction. Counsel should verify the governing law provision of the Agreement and ensure consistency.]
Section 9 — Limitation of Liability / Capacity
9.1 The certifications, representations, and confirmations set forth in this Certificate are made by the undersigned officers solely in their respective capacities as officers of the Company and not in their individual or personal capacities. The undersigned officers are executing and delivering this Certificate solely on behalf of the Company and in furtherance of the Company's obligations under the Agreement.
9.2 Nothing in this Certificate shall be deemed to create, and the undersigned officers shall not have, any personal liability or obligation of any nature whatsoever on the part of the undersigned officers (or any other officer, director, employee, or agent of the Company) in connection with the certifications, representations, and confirmations set forth herein. Acquiror and Merger Sub acknowledge and agree that their sole recourse with respect to the matters addressed in this Certificate shall be against the Company in accordance with, and subject to the limitations set forth in, the Agreement.
9.3 The undersigned officers make no representations, warranties, or certifications in this Certificate other than those expressly set forth herein, and no other representations, warranties, or certifications shall be implied or inferred from this Certificate or from the delivery hereof.
[Remainder of This Page Intentionally Left Blank; Signature Page Follows]
SIGNATURE PAGE TO OFFICER'S CERTIFICATE
IN WITNESS WHEREOF, the undersigned have executed and delivered this Officer's Certificate as of the date first written above.
[INSERT COMPANY NAME]
By: ________
Name: [Insert Name]
Title: [Insert Title, e.g., Chief Executive Officer]
Date: [●], 2025
By: ________
Name: [Insert Name]
Title: [Insert Title, e.g., Chief Financial Officer]
Date: [●], 2025
[Guidance Note: Confirm whether the Agreement requires both officers to sign this Certificate or permits a single authorized officer of the Company to execute and deliver this Certificate. If the applicable closing condition in the Agreement specifies delivery of an "officer's certificate signed by [two] officers of the Company" (or words to similar effect), then both signature blocks set forth above must be completed. If only a single authorized officer is required, the second signature block may be omitted. In either case, counsel should confirm that each signing officer is duly authorized to execute and deliver this Certificate, whether by resolution of the board of directors or by virtue of such officer's office under the organizational documents of the Company.]
FORMATTING AND EXECUTION INSTRUCTIONS
(Internal Guidance — Not Part of Certificate — To Be Removed Prior to Execution)
The following instructions are provided for the internal use of counsel and the Company's transaction team in connection with the preparation and execution of this Officer's Certificate. These instructions are not part of the Certificate and must be removed in their entirety prior to execution and delivery of the Certificate.
1. Completion of Bracketed Information. This form should be completed by inserting all bracketed information (indicated by "[●]" or "[Insert _]" placeholders) prior to execution. No bracketed placeholders should remain in the executed version of this Certificate. All insertions should be reviewed for accuracy and consistency with the Agreement.
2. Pre-Execution Bring-Down Diligence. Prior to execution, counsel should confirm that all representations and warranties of the Company remain true and correct to the applicable standard set forth in the Agreement, that no Material Adverse Effect has occurred since the date of the Agreement, and that all covenants and agreements of the Company have been performed and complied with in all material respects (or to such other standard as specified in the Agreement). This confirmation should be based on a bring-down diligence review, including:
(a) Interviews with each certifying officer and other senior management personnel of the Company;
(b) Review of a bring-down disclosure update, if any, provided by the Company;
(c) Review of updated financial statements and interim financial information of the Company;
(d) Confirmation that no material litigation, proceedings, or governmental investigations have been initiated or threatened since the date of the Agreement that would affect the accuracy of the Company's representations and warranties;
(e) Confirmation that no material consents, approvals, or authorizations remain outstanding;
(f) Review of the Company's compliance with interim operating covenants, including review of any consent requests submitted to Acquiror during the interim period and the status thereof; and
(g) Such other diligence as counsel deems necessary and appropriate in the circumstances.
3. Cross-Referencing the Agreement. Counsel should cross-reference the specific sections and articles of the Agreement governing the following matters, and should confirm that the language of this Certificate is consistent with and accurately reflects the applicable provisions of the Agreement:
(a) The Company's closing condition, including the bring-down standard for representations and warranties, the covenant compliance standard, and the no Material Adverse Effect condition (typically found in Article [●] of the Agreement, "Conditions to Obligations of the Acquiror and Merger Sub" or similar heading);
(b) The definition of "Fundamental Representations" of the Company (typically found in Article [●] of the Agreement, "Definitions," or in the applicable closing condition provision);
(c) The definition of "Material Adverse Effect" or "Company Material Adverse Effect" (typically found in Article [●] of the Agreement, "Definitions"), including all carve-outs and exceptions;
(d) The interim operating covenants of the Company (typically found in Article [●] of the Agreement, "Covenants and Agreements" or "Conduct of Business Pending the Closing" or similar heading); and
(e) The closing deliverables provision specifying the form and content of this Certificate (typically found in the section of the Agreement addressing "Deliverables of the Company at Closing" or similar heading).
4. Coordination with Other Closing Deliverables. This Certificate should be delivered simultaneously with the following Company closing deliverables (as applicable and as required by the Agreement):
(a) Secretary's Certificate of the Company (certifying organizational documents, resolutions, and incumbency);
(b) FIRPTA Certificate (certifying that the Company is not, and has not been, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended, or alternatively, certifying the Company's status under applicable FIRPTA provisions);
(c) Good standing certificates or certificates of existence from the Company's jurisdiction of organization and any foreign qualification jurisdictions;
(d) Payoff letters and lien releases, if applicable;
(e) Executed ancillary agreements (e.g., Registration Rights Agreement, Lock-Up Agreements, Investor Rights Agreement, Employment Agreements, and other Transaction Documents);
(f) Resignations of directors and officers, as applicable; and
(g) Such other Company closing deliverables as are specified in the Agreement.
5. Execution and Retention. A fully executed original of this Certificate should be retained for inclusion in the closing binder. One or more counterparts of the fully executed Certificate should be delivered to counsel for Acquiror at or prior to the Closing. The Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by .pdf or other electronic format) shall be equally as effective as delivery of an originally executed counterpart.
6. Final Review. Prior to execution, the final form of this Certificate should be reviewed by (a) outside legal counsel to the Company, (b) outside legal counsel to Acquiror (to confirm acceptability of form and substance), and (c) each certifying officer. Any comments or revisions should be incorporated and circulated for final approval before execution copies are prepared.
[End of Formatting and Execution Instructions]

CONFIDENTIAL TREATMENT REQUESTED

SIGNATURE PAGE TO OFFICER'S CERTIFICATE

FORMATTING AND EXECUTION INSTRUCTIONS

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