1009-00003 · Client 1009 · Closing

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

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FORM OF SECRETARY'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.

Delivered Pursuant to Section [___] of the Business Combination Agreement dated April 14, 2025

BLANK FORM — TO BE COMPLETED AND EXECUTED AT CLOSING

INSTRUCTION NOTE: This is a template form. All bracketed items "[Insert …]" and blanks are to be completed at the time of execution. Exhibits referenced herein are to be attached at the time of delivery. This form should be reviewed by legal counsel to the Company prior to execution and delivery to ensure that all certifications are accurate and complete as of the date of Closing and that all Exhibits are properly compiled and attached. References to specific sections of the Business Combination Agreement should be confirmed against the final executed version of the Agreement (including any amendments thereto) prior to completion of this certificate.

I. INTRODUCTORY RECITALS AND CERTIFICATION PREAMBLE

[Insert Name], the undersigned, hereby certifies that [he/she] is the duly elected, qualified, and acting [Secretary / Assistant Secretary] of [Insert Full Legal Name of Target Company], a [Insert jurisdiction] [Insert entity type] (the "Company"), and in such capacity is authorized to execute and deliver this certificate on behalf of the Company. The Company is a corporation incorporated under the laws of the State of [Insert state].

This Secretary's Certificate is delivered pursuant to that certain Business Combination Agreement, dated as of [Insert date], by and among [Insert Full Legal Name of SPAC], a [Insert jurisdiction] [Insert entity type] ("[SPAC Short Name]"), [Insert Full Legal Name of Merger Sub], a [Insert jurisdiction] [Insert entity type] and a direct, wholly owned subsidiary of [SPAC Short Name] ("Merger Sub"), and the Company (as may be amended, supplemented, or otherwise modified from time to time, the "Agreement").

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement. All references herein to sections, articles, or exhibits of the Agreement are references to sections, articles, or exhibits of the Agreement as in effect on the date hereof, unless otherwise expressly stated.

This certificate is delivered pursuant to Section [_] of the Agreement in connection with the closing of the transactions contemplated thereby (the "Closing"), including, without limitation, the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of [SPAC Short Name] (the "Merger"). The undersigned, acting in [his/her] official capacity as [Secretary / Assistant Secretary] of the Company and not in [his/her] individual capacity, hereby certifies to [SPAC Short Name] and Merger Sub as follows:

II. CERTIFICATION BODY

Section 1. Certificate of Incorporation

[He/She] has compared the copy of the [Certificate of Incorporation / Charter] of the Company attached hereto as Exhibit A (the "Charter") with the original [Certificate of Incorporation / Charter] on file with the [Secretary of State of the State of [Insert jurisdiction]] and in the records of the Company, and such copy is a true, correct, and complete copy thereof. The copy attached as Exhibit A includes all amendments, restatements, certificates of amendment, certificates of designation, certificates of correction, and any other certificates or instruments filed with the [Secretary of State of the State of [Insert jurisdiction]] with respect to the Charter, in each case through and including the date of this certificate.

The Charter has not been further amended, supplemented, restated, or otherwise modified since the date of the most recent amendment or restatement reflected in the copy attached as Exhibit A, and no action has been taken by the Board of Directors or the stockholders of the Company authorizing any such amendment, supplement, restatement, or modification. The Charter remains in full force and effect as of the date of this certificate.

Section 2. Bylaws

The copy of the [Bylaws / Amended and Restated Bylaws] of the Company attached hereto as Exhibit B (the "Bylaws") is a true, correct, and complete copy of the Bylaws of the Company as in effect on the date hereof. The Bylaws have not been amended, supplemented, restated, or otherwise modified since [Insert date of last amendment], and no action has been taken by the Board of Directors or the stockholders of the Company authorizing any such amendment, supplement, restatement, or modification. The Bylaws remain in full force and effect as of the date of this certificate.

Section 3. Board Resolutions

The copies of the resolutions of the Board of Directors of the Company attached hereto as Exhibit C (the "Resolutions") are true, correct, and complete copies of the resolutions duly adopted by the Board of Directors of the Company by [unanimous written consent / at a duly convened meeting held on [Insert date] at which a quorum was present and acting throughout], in accordance with the Company's Charter, Bylaws, and the [General Corporation Law of the State of [Insert jurisdiction]].

The Resolutions have not been amended, modified, rescinded, or revoked in any respect, and no action has been taken or authorized by the Board of Directors of the Company to amend, modify, rescind, or revoke the Resolutions or any part thereof. The Resolutions remain in full force and effect as of the date of this certificate.

The Resolutions constitute the only resolutions adopted by the Board of Directors of the Company relating to the Agreement and the transactions contemplated thereby, including, without limitation, the Merger, and no other resolutions have been adopted by the Board of Directors of the Company that would in any way conflict with, limit, restrict, or supersede the authority granted by the Resolutions.

The Resolutions, among other things, authorize the execution, delivery, and performance by the Company of the Agreement and all ancillary agreements, certificates, instruments, and other documents to be executed and delivered by the Company in connection with the transactions contemplated by the Agreement, including, without limitation, the plan of merger, any ancillary agreements, lock-up agreements, registration rights agreements, stockholder support agreements, and all other closing deliverables contemplated thereby.

Section 4. Stockholder Approval

The Company has obtained all requisite stockholder approvals necessary under the [General Corporation Law of the State of [Insert jurisdiction]], the Company's Certificate of Incorporation and Bylaws, and the Agreement for the consummation of the transactions contemplated by the Agreement, including, without limitation, the Merger and the other transactions contemplated thereby.

Such stockholder approval was duly obtained [by written consent of the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote thereon / at a duly convened meeting of stockholders held on [Insert date] at which a quorum was present and acting throughout], in accordance with the [General Corporation Law of the State of [Insert jurisdiction]], the Company's Certificate of Incorporation, the Company's Bylaws, and the Agreement. The requisite vote or consent threshold required by applicable law and the Company's governing documents was satisfied in connection with such approval.

Evidence of such stockholder approval is attached hereto as Exhibit D and/or is on file with the records of the Company.

Guidance Note: If stockholder approval was obtained by written consent, attach a copy of the action by written consent as Exhibit D. If approval was obtained at a meeting, attach certified minutes or a summary thereof. In either case, ensure that the evidence of stockholder approval demonstrates that the applicable vote or consent threshold under the General Corporation Law of the applicable jurisdiction, the Company's Certificate of Incorporation, and the Agreement has been met or exceeded.

Section 5. Incumbency of Officers

The following persons are the duly elected or appointed, qualified, and acting officers of the Company holding the offices set forth opposite their respective names below, and the signatures set forth opposite their respective names are their true and genuine signatures. Each such officer has been duly authorized by the Board of Directors of the Company, pursuant to the Resolutions or otherwise in accordance with the Company's Charter and Bylaws, to execute and deliver, on behalf of the Company, the Agreement and each of the ancillary agreements, certificates, instruments, and other documents to be executed and delivered by the Company in connection with the Closing:

Guidance Note: List all officers of the Company who will execute any closing document on behalf of the Company. Include specimen signatures for each. Add additional rows as needed to ensure that every officer who is authorized to sign any document in connection with the Closing is included in the table above.

Section 6. Good Standing and Existence

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of [Insert jurisdiction of incorporation]. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.

The Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof) in each jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties or assets requires such qualification or licensing, except where the failure to be so qualified or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

[Good standing certificates from the Secretary of State of the State of [Insert jurisdiction of incorporation] and from each other jurisdiction in which the Company is qualified to do business as a foreign corporation are attached hereto as Exhibit E. / Good standing certificates from the Secretary of State of the State of [Insert jurisdiction of incorporation] and from each other jurisdiction in which the Company is qualified to do business as a foreign corporation are being delivered separately in connection with the Closing and are not attached hereto.]

Section 7. No Dissolution or Winding Up

No action or proceeding has been instituted, taken, or authorized by the Company, its Board of Directors, or its stockholders for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary. To the knowledge of the undersigned, no petition or application has been filed by any third party seeking or requesting the dissolution, liquidation, or winding up of the Company under any applicable law. No receiver, trustee, custodian, or similar official has been appointed for the Company or for any substantial part of its assets, and no such appointment is pending or, to the knowledge of the undersigned, threatened. The Company is not insolvent and has not made a general assignment for the benefit of creditors.

III. GENERAL REPRESENTATIONS OF THE CERTIFYING OFFICER

The undersigned has made due inquiry and investigation as the undersigned has deemed necessary and appropriate in connection with the foregoing certifications set forth in this certificate, including, without limitation, a review of the corporate records and minute books of the Company, consultation with the Company's officers, directors, and legal counsel, and such other inquiry as the undersigned has determined to be advisable under the circumstances.

The undersigned has no knowledge of any facts, circumstances, events, or conditions that would make any of the foregoing certifications untrue, incorrect, or misleading in any material respect as of the date hereof. To the best of the undersigned's knowledge, after due inquiry and investigation, each of the foregoing certifications is true, correct, and complete in all material respects.

The undersigned is delivering this certificate solely in [his/her] capacity as [Secretary / Assistant Secretary] of the Company and not in [his/her] individual capacity, and the undersigned shall have no personal liability in connection with the certifications contained herein except to the extent of [his/her] own fraud, willful misconduct, or intentional misrepresentation.

IV. RELIANCE LANGUAGE

[Insert Full Legal Name of SPAC], [Insert Full Legal Name of Merger Sub], and their respective directors, officers, employees, agents, attorneys, advisors, representatives, and legal counsel are entitled to rely upon this certificate and the certifications, representations, and statements contained herein in connection with the Closing and the consummation of the transactions contemplated by the Agreement. This certificate is being delivered to satisfy a condition to the Closing under Section [_] of the Agreement and for such other purposes as may be required or contemplated by the Agreement.

This certificate shall not be deemed to expand or limit the representations, warranties, covenants, or obligations of the Company under the Agreement, and nothing contained herein shall be construed to create any rights in any person other than [Insert Full Legal Name of SPAC], [Insert Full Legal Name of Merger Sub], and their respective successors and permitted assigns, except to the extent that legal counsel to [SPAC Short Name] and Merger Sub may rely on this certificate in rendering opinions in connection with the Closing.

V. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of [Insert date], [Insert year].

________________________________________

[Insert Name] [Secretary / Assistant Secretary] [Insert Full Legal Name of Target Company]

VI. COUNTER-CERTIFICATION

Guidance Note: If the Company does not have a separate Secretary, or if additional authentication is desired, or if the certifying officer is not the principal executive officer of the Company, include the following officer counter-certification. This counter-certification provides additional assurance as to the identity and authority of the certifying officer and is customary in de-SPAC transactions.

[Insert Name], the duly elected, qualified, and acting [Insert Title] of the Company, hereby certifies that [Insert Name of Secretary] is the duly elected, qualified, and acting [Secretary / Assistant Secretary] of the Company, that [he/she] holds such office as of the date hereof, and that the signature set forth above is [his/her] true and genuine signature. [Insert Name of Secretary] is duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company.

________________________________________

[Insert Name] [Insert Title] [Insert Full Legal Name of Target Company]

Date: ________

EXHIBIT A

Certificate of Incorporation of [Insert Full Legal Name of Target Company]

(as amended through the date hereof)

[Attach a true, correct, and complete copy of the Certificate of Incorporation, including all amendments, restatements, certificates of amendment, certificates of designation, certificates of correction, and any other certificates or instruments filed with or accepted by the Secretary of State of the State of [Insert jurisdiction] with respect thereto, as certified by the Secretary of State of the State of [Insert jurisdiction] or as maintained in the corporate records of the Company. Documents should be attached in chronological order, with the original Certificate of Incorporation first, followed by each subsequent amendment or certificate in the order filed.]

EXHIBIT B

Bylaws of [Insert Full Legal Name of Target Company]

(as amended through the date hereof)

[Attach a true, correct, and complete copy of the Bylaws as currently in effect, including all amendments thereto. If the Bylaws have been amended and restated, attach the most recent amended and restated version together with any subsequent amendments thereto.]

EXHIBIT C

Resolutions of the Board of Directors of [Insert Full Legal Name of Target Company]

[Attach a true, correct, and complete copy of the resolutions of the Board of Directors approving the Business Combination Agreement and the transactions contemplated thereby, including the Merger. If adopted by unanimous written consent, attach the written consent in its entirety. If adopted at a meeting, attach certified excerpts of the minutes of such meeting reflecting the adoption of the resolutions.]

Guidance Note: Resolutions should cover, at a minimum, the following matters:

(i) approval and authorization of the Agreement and all ancillary agreements, including, without limitation, any lock-up agreements, registration rights agreements, stockholder support agreements, and any other agreements contemplated by or entered into in connection with the Agreement;

(ii) authorization of the officers of the Company to execute, deliver, and perform the Agreement and all ancillary documents, certificates, and instruments on behalf of the Company;

(iii) approval of the Merger and the plan of merger contemplated by the Agreement;

(iv) a determination that the Agreement, the Merger, and the other transactions contemplated by the Agreement are advisable, fair to, and in the best interests of the Company and its stockholders, and a recommendation that the stockholders of the Company approve the Merger and the transactions contemplated by the Agreement;

(v) authorization of all filings, certificates, and other documents necessary or desirable in connection with the Closing, including, without limitation, the filing of a certificate of merger with the Secretary of State of the State of [Insert jurisdiction] and any other governmental authorities as may be required; and

(vi) such other authorizations and approvals as may be necessary or desirable to consummate the transactions contemplated by the Agreement.

EXHIBIT D

Stockholder Approval

[Attach evidence of stockholder approval of the Merger and the transactions contemplated by the Agreement. This may consist of:

(a) if stockholder approval was obtained by written consent: a copy of the action by written consent of stockholders, together with evidence of the delivery thereof to the non-consenting stockholders (if any) in accordance with applicable law; or

(b) if stockholder approval was obtained at a meeting of stockholders: certified excerpts of the minutes of the stockholder meeting at which such approval was obtained, together with evidence that proper notice of such meeting was given in accordance with the Company's Charter, Bylaws, and applicable law.

]

Guidance Note: Ensure that the requisite vote or consent threshold under the General Corporation Law of the State of [Insert jurisdiction], the Company's Certificate of Incorporation, and the Agreement has been satisfied. If any class or series of capital stock of the Company was entitled to vote as a separate class on the Merger or any other transaction contemplated by the Agreement, ensure that the requisite approval of each such class or series has been obtained and is evidenced in the materials attached hereto. If any stockholder support agreements or voting agreements were entered into in connection with the Agreement, copies thereof need not be attached hereto but should be referenced as appropriate.

EXHIBIT E

Good Standing Certificates

[If good standing certificates are attached to this Secretary's Certificate rather than delivered separately, attach certificates from the Secretary of State of the State of [Insert jurisdiction of incorporation] and from each state or jurisdiction in which the Company is qualified to do business as a foreign corporation. Certificates should be dated no earlier than [five (5) / ten (10)] business days prior to the date of Closing.]

[If good standing certificates are being delivered separately in connection with the Closing, insert the following statement:]

"Good standing certificates from the Secretary of State of the State of [Insert jurisdiction of incorporation] and from each other jurisdiction in which the Company is qualified to transact business as a foreign corporation are being delivered separately in connection with the Closing and are not attached hereto."

Guidance Note: The Agreement may specify a maximum age for good standing certificates delivered at Closing. Confirm the applicable requirement under Section [_] of the Agreement and ensure that all certificates are dated within the required period. If any jurisdiction does not issue good standing certificates or uses a different form of certification (e.g., a certificate of existence or a certificate of status), obtain the equivalent form of certification from such jurisdiction and note such fact in the cover page of this Exhibit.

Name	Title / Office	Signature
[Insert Name]	[Insert Title, e.g., Chief Executive Officer]	_____
[Insert Name]	[Insert Title, e.g., Chief Financial Officer]	_____
[Insert Name]	[Insert Title, e.g., General Counsel]	_____
[Insert Name]	[Insert Title, e.g., Chief Technology Officer]	_____
[Insert Name]	[Insert Title]	_____
[Insert Name]	[Insert Title]	_____

FORM OF SECRETARY'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.
Delivered Pursuant to Section [___] of the Business Combination Agreement dated April 14, 2025
BLANK FORM — TO BE COMPLETED AND EXECUTED AT CLOSING
INSTRUCTION NOTE: This is a template form. All bracketed items "[Insert …]" and blanks are to be completed at the time of execution. Exhibits referenced herein are to be attached at the time of delivery. This form should be reviewed by legal counsel to the Company prior to execution and delivery to ensure that all certifications are accurate and complete as of the date of Closing and that all Exhibits are properly compiled and attached. References to specific sections of the Business Combination Agreement should be confirmed against the final executed version of the Agreement (including any amendments thereto) prior to completion of this certificate.
I. INTRODUCTORY RECITALS AND CERTIFICATION PREAMBLE
[Insert Name], the undersigned, hereby certifies that [he/she] is the duly elected, qualified, and acting [Secretary / Assistant Secretary] of [Insert Full Legal Name of Target Company], a [Insert jurisdiction] [Insert entity type] (the "Company"), and in such capacity is authorized to execute and deliver this certificate on behalf of the Company. The Company is a corporation incorporated under the laws of the State of [Insert state].
This Secretary's Certificate is delivered pursuant to that certain Business Combination Agreement, dated as of [Insert date], by and among [Insert Full Legal Name of SPAC], a [Insert jurisdiction] [Insert entity type] ("[SPAC Short Name]"), [Insert Full Legal Name of Merger Sub], a [Insert jurisdiction] [Insert entity type] and a direct, wholly owned subsidiary of [SPAC Short Name] ("Merger Sub"), and the Company (as may be amended, supplemented, or otherwise modified from time to time, the "Agreement").
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement. All references herein to sections, articles, or exhibits of the Agreement are references to sections, articles, or exhibits of the Agreement as in effect on the date hereof, unless otherwise expressly stated.
This certificate is delivered pursuant to Section [_] of the Agreement in connection with the closing of the transactions contemplated thereby (the "Closing"), including, without limitation, the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of [SPAC Short Name] (the "Merger"). The undersigned, acting in [his/her] official capacity as [Secretary / Assistant Secretary] of the Company and not in [his/her] individual capacity, hereby certifies to [SPAC Short Name] and Merger Sub as follows:
II. CERTIFICATION BODY
Section 1. Certificate of Incorporation
[He/She] has compared the copy of the [Certificate of Incorporation / Charter] of the Company attached hereto as Exhibit A (the "Charter") with the original [Certificate of Incorporation / Charter] on file with the [Secretary of State of the State of [Insert jurisdiction]] and in the records of the Company, and such copy is a true, correct, and complete copy thereof. The copy attached as Exhibit A includes all amendments, restatements, certificates of amendment, certificates of designation, certificates of correction, and any other certificates or instruments filed with the [Secretary of State of the State of [Insert jurisdiction]] with respect to the Charter, in each case through and including the date of this certificate.
The Charter has not been further amended, supplemented, restated, or otherwise modified since the date of the most recent amendment or restatement reflected in the copy attached as Exhibit A, and no action has been taken by the Board of Directors or the stockholders of the Company authorizing any such amendment, supplement, restatement, or modification. The Charter remains in full force and effect as of the date of this certificate.
Section 2. Bylaws
The copy of the [Bylaws / Amended and Restated Bylaws] of the Company attached hereto as Exhibit B (the "Bylaws") is a true, correct, and complete copy of the Bylaws of the Company as in effect on the date hereof. The Bylaws have not been amended, supplemented, restated, or otherwise modified since [Insert date of last amendment], and no action has been taken by the Board of Directors or the stockholders of the Company authorizing any such amendment, supplement, restatement, or modification. The Bylaws remain in full force and effect as of the date of this certificate.
Section 3. Board Resolutions
The copies of the resolutions of the Board of Directors of the Company attached hereto as Exhibit C (the "Resolutions") are true, correct, and complete copies of the resolutions duly adopted by the Board of Directors of the Company by [unanimous written consent / at a duly convened meeting held on [Insert date] at which a quorum was present and acting throughout], in accordance with the Company's Charter, Bylaws, and the [General Corporation Law of the State of [Insert jurisdiction]].
The Resolutions have not been amended, modified, rescinded, or revoked in any respect, and no action has been taken or authorized by the Board of Directors of the Company to amend, modify, rescind, or revoke the Resolutions or any part thereof. The Resolutions remain in full force and effect as of the date of this certificate.
The Resolutions constitute the only resolutions adopted by the Board of Directors of the Company relating to the Agreement and the transactions contemplated thereby, including, without limitation, the Merger, and no other resolutions have been adopted by the Board of Directors of the Company that would in any way conflict with, limit, restrict, or supersede the authority granted by the Resolutions.
The Resolutions, among other things, authorize the execution, delivery, and performance by the Company of the Agreement and all ancillary agreements, certificates, instruments, and other documents to be executed and delivered by the Company in connection with the transactions contemplated by the Agreement, including, without limitation, the plan of merger, any ancillary agreements, lock-up agreements, registration rights agreements, stockholder support agreements, and all other closing deliverables contemplated thereby.
Section 4. Stockholder Approval
The Company has obtained all requisite stockholder approvals necessary under the [General Corporation Law of the State of [Insert jurisdiction]], the Company's Certificate of Incorporation and Bylaws, and the Agreement for the consummation of the transactions contemplated by the Agreement, including, without limitation, the Merger and the other transactions contemplated thereby.
Such stockholder approval was duly obtained [by written consent of the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote thereon / at a duly convened meeting of stockholders held on [Insert date] at which a quorum was present and acting throughout], in accordance with the [General Corporation Law of the State of [Insert jurisdiction]], the Company's Certificate of Incorporation, the Company's Bylaws, and the Agreement. The requisite vote or consent threshold required by applicable law and the Company's governing documents was satisfied in connection with such approval.
Evidence of such stockholder approval is attached hereto as Exhibit D and/or is on file with the records of the Company.
Guidance Note: If stockholder approval was obtained by written consent, attach a copy of the action by written consent as Exhibit D. If approval was obtained at a meeting, attach certified minutes or a summary thereof. In either case, ensure that the evidence of stockholder approval demonstrates that the applicable vote or consent threshold under the General Corporation Law of the applicable jurisdiction, the Company's Certificate of Incorporation, and the Agreement has been met or exceeded.
Section 5. Incumbency of Officers
The following persons are the duly elected or appointed, qualified, and acting officers of the Company holding the offices set forth opposite their respective names below, and the signatures set forth opposite their respective names are their true and genuine signatures. Each such officer has been duly authorized by the Board of Directors of the Company, pursuant to the Resolutions or otherwise in accordance with the Company's Charter and Bylaws, to execute and deliver, on behalf of the Company, the Agreement and each of the ancillary agreements, certificates, instruments, and other documents to be executed and delivered by the Company in connection with the Closing:
Guidance Note: List all officers of the Company who will execute any closing document on behalf of the Company. Include specimen signatures for each. Add additional rows as needed to ensure that every officer who is authorized to sign any document in connection with the Closing is included in the table above.
Section 6. Good Standing and Existence
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of [Insert jurisdiction of incorporation]. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.
The Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof) in each jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties or assets requires such qualification or licensing, except where the failure to be so qualified or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
[Good standing certificates from the Secretary of State of the State of [Insert jurisdiction of incorporation] and from each other jurisdiction in which the Company is qualified to do business as a foreign corporation are attached hereto as Exhibit E. / Good standing certificates from the Secretary of State of the State of [Insert jurisdiction of incorporation] and from each other jurisdiction in which the Company is qualified to do business as a foreign corporation are being delivered separately in connection with the Closing and are not attached hereto.]
Section 7. No Dissolution or Winding Up
No action or proceeding has been instituted, taken, or authorized by the Company, its Board of Directors, or its stockholders for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary. To the knowledge of the undersigned, no petition or application has been filed by any third party seeking or requesting the dissolution, liquidation, or winding up of the Company under any applicable law. No receiver, trustee, custodian, or similar official has been appointed for the Company or for any substantial part of its assets, and no such appointment is pending or, to the knowledge of the undersigned, threatened. The Company is not insolvent and has not made a general assignment for the benefit of creditors.
III. GENERAL REPRESENTATIONS OF THE CERTIFYING OFFICER
The undersigned has made due inquiry and investigation as the undersigned has deemed necessary and appropriate in connection with the foregoing certifications set forth in this certificate, including, without limitation, a review of the corporate records and minute books of the Company, consultation with the Company's officers, directors, and legal counsel, and such other inquiry as the undersigned has determined to be advisable under the circumstances.
The undersigned has no knowledge of any facts, circumstances, events, or conditions that would make any of the foregoing certifications untrue, incorrect, or misleading in any material respect as of the date hereof. To the best of the undersigned's knowledge, after due inquiry and investigation, each of the foregoing certifications is true, correct, and complete in all material respects.
The undersigned is delivering this certificate solely in [his/her] capacity as [Secretary / Assistant Secretary] of the Company and not in [his/her] individual capacity, and the undersigned shall have no personal liability in connection with the certifications contained herein except to the extent of [his/her] own fraud, willful misconduct, or intentional misrepresentation.
IV. RELIANCE LANGUAGE
[Insert Full Legal Name of SPAC], [Insert Full Legal Name of Merger Sub], and their respective directors, officers, employees, agents, attorneys, advisors, representatives, and legal counsel are entitled to rely upon this certificate and the certifications, representations, and statements contained herein in connection with the Closing and the consummation of the transactions contemplated by the Agreement. This certificate is being delivered to satisfy a condition to the Closing under Section [_] of the Agreement and for such other purposes as may be required or contemplated by the Agreement.
This certificate shall not be deemed to expand or limit the representations, warranties, covenants, or obligations of the Company under the Agreement, and nothing contained herein shall be construed to create any rights in any person other than [Insert Full Legal Name of SPAC], [Insert Full Legal Name of Merger Sub], and their respective successors and permitted assigns, except to the extent that legal counsel to [SPAC Short Name] and Merger Sub may rely on this certificate in rendering opinions in connection with the Closing.
V. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of [Insert date], [Insert year].
________________________________________
[Insert Name] [Secretary / Assistant Secretary] [Insert Full Legal Name of Target Company]
VI. COUNTER-CERTIFICATION
Guidance Note: If the Company does not have a separate Secretary, or if additional authentication is desired, or if the certifying officer is not the principal executive officer of the Company, include the following officer counter-certification. This counter-certification provides additional assurance as to the identity and authority of the certifying officer and is customary in de-SPAC transactions.
[Insert Name], the duly elected, qualified, and acting [Insert Title] of the Company, hereby certifies that [Insert Name of Secretary] is the duly elected, qualified, and acting [Secretary / Assistant Secretary] of the Company, that [he/she] holds such office as of the date hereof, and that the signature set forth above is [his/her] true and genuine signature. [Insert Name of Secretary] is duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company.
________________________________________
[Insert Name] [Insert Title] [Insert Full Legal Name of Target Company]
Date: ________
EXHIBIT A
Certificate of Incorporation of [Insert Full Legal Name of Target Company]
(as amended through the date hereof)
[Attach a true, correct, and complete copy of the Certificate of Incorporation, including all amendments, restatements, certificates of amendment, certificates of designation, certificates of correction, and any other certificates or instruments filed with or accepted by the Secretary of State of the State of [Insert jurisdiction] with respect thereto, as certified by the Secretary of State of the State of [Insert jurisdiction] or as maintained in the corporate records of the Company. Documents should be attached in chronological order, with the original Certificate of Incorporation first, followed by each subsequent amendment or certificate in the order filed.]
EXHIBIT B
Bylaws of [Insert Full Legal Name of Target Company]
(as amended through the date hereof)
[Attach a true, correct, and complete copy of the Bylaws as currently in effect, including all amendments thereto. If the Bylaws have been amended and restated, attach the most recent amended and restated version together with any subsequent amendments thereto.]
EXHIBIT C
Resolutions of the Board of Directors of [Insert Full Legal Name of Target Company]
[Attach a true, correct, and complete copy of the resolutions of the Board of Directors approving the Business Combination Agreement and the transactions contemplated thereby, including the Merger. If adopted by unanimous written consent, attach the written consent in its entirety. If adopted at a meeting, attach certified excerpts of the minutes of such meeting reflecting the adoption of the resolutions.]
Guidance Note: Resolutions should cover, at a minimum, the following matters:
(i) approval and authorization of the Agreement and all ancillary agreements, including, without limitation, any lock-up agreements, registration rights agreements, stockholder support agreements, and any other agreements contemplated by or entered into in connection with the Agreement;
(ii) authorization of the officers of the Company to execute, deliver, and perform the Agreement and all ancillary documents, certificates, and instruments on behalf of the Company;
(iii) approval of the Merger and the plan of merger contemplated by the Agreement;
(iv) a determination that the Agreement, the Merger, and the other transactions contemplated by the Agreement are advisable, fair to, and in the best interests of the Company and its stockholders, and a recommendation that the stockholders of the Company approve the Merger and the transactions contemplated by the Agreement;
(v) authorization of all filings, certificates, and other documents necessary or desirable in connection with the Closing, including, without limitation, the filing of a certificate of merger with the Secretary of State of the State of [Insert jurisdiction] and any other governmental authorities as may be required; and
(vi) such other authorizations and approvals as may be necessary or desirable to consummate the transactions contemplated by the Agreement.
EXHIBIT D
Stockholder Approval
[Attach evidence of stockholder approval of the Merger and the transactions contemplated by the Agreement. This may consist of:
(a) if stockholder approval was obtained by written consent: a copy of the action by written consent of stockholders, together with evidence of the delivery thereof to the non-consenting stockholders (if any) in accordance with applicable law; or
(b) if stockholder approval was obtained at a meeting of stockholders: certified excerpts of the minutes of the stockholder meeting at which such approval was obtained, together with evidence that proper notice of such meeting was given in accordance with the Company's Charter, Bylaws, and applicable law.
]
Guidance Note: Ensure that the requisite vote or consent threshold under the General Corporation Law of the State of [Insert jurisdiction], the Company's Certificate of Incorporation, and the Agreement has been satisfied. If any class or series of capital stock of the Company was entitled to vote as a separate class on the Merger or any other transaction contemplated by the Agreement, ensure that the requisite approval of each such class or series has been obtained and is evidenced in the materials attached hereto. If any stockholder support agreements or voting agreements were entered into in connection with the Agreement, copies thereof need not be attached hereto but should be referenced as appropriate.
EXHIBIT E
Good Standing Certificates
[If good standing certificates are attached to this Secretary's Certificate rather than delivered separately, attach certificates from the Secretary of State of the State of [Insert jurisdiction of incorporation] and from each state or jurisdiction in which the Company is qualified to do business as a foreign corporation. Certificates should be dated no earlier than [five (5) / ten (10)] business days prior to the date of Closing.]
[If good standing certificates are being delivered separately in connection with the Closing, insert the following statement:]
"Good standing certificates from the Secretary of State of the State of [Insert jurisdiction of incorporation] and from each other jurisdiction in which the Company is qualified to transact business as a foreign corporation are being delivered separately in connection with the Closing and are not attached hereto."
Guidance Note: The Agreement may specify a maximum age for good standing certificates delivered at Closing. Confirm the applicable requirement under Section [_] of the Agreement and ensure that all certificates are dated within the required period. If any jurisdiction does not issue good standing certificates or uses a different form of certification (e.g., a certificate of existence or a certificate of status), obtain the equivalent form of certification from such jurisdiction and note such fact in the cover page of this Exhibit.
Name | Title / Office | Signature
[Insert Name] | [Insert Title, e.g., Chief Executive Officer] | _____
[Insert Name] | [Insert Title, e.g., Chief Financial Officer] | _____
[Insert Name] | [Insert Title, e.g., General Counsel] | _____
[Insert Name] | [Insert Title, e.g., Chief Technology Officer] | _____
[Insert Name] | [Insert Title] | _____
[Insert Name] | [Insert Title] | _____