1002-00002 · Pinnacle Venture Fund II LP · Closing

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FORM OF OFFICER'S COMPLIANCE CERTIFICATE

Quillen Technologies, Inc.

Delivered Pursuant to Section [__] of that certain Series A Preferred Stock Purchase Agreement

[FORM]

INSTRUCTION NOTE: This document is a blank form / template to be completed and executed at the Closing of the transactions contemplated by the Purchase Agreement referenced herein. All bracketed fields (denoted by "[__]" or "[Insert __]") are placeholders for completion at the time of execution. This form should not be executed in its current state. The officer executing this Certificate should review the Purchase Agreement and all related Transaction Agreements and Disclosure Schedules, and should consult with the Company's counsel, prior to execution.

OFFICER'S COMPLIANCE CERTIFICATE

The undersigned, [Insert Name], [Insert Title] of [Insert Company Name], a [Insert state] corporation (the "Company"), hereby certifies and delivers this Officer's Compliance Certificate (this "Certificate") in connection with that certain Series A Preferred Stock Purchase Agreement, dated as of [Insert date] (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among the Company and the Investors listed on the Schedule of Investors attached thereto (collectively, the "Investors" and each, individually, an "Investor").

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

The undersigned hereby represents and certifies to the Investors that the undersigned is a duly elected, qualified, and acting officer of the Company and, in such capacity, is authorized to execute and deliver this Certificate on behalf of the Company. The undersigned is delivering this Certificate pursuant to Section [Insert section reference] of the Purchase Agreement as a condition precedent to the obligations of the Investors to consummate the Closing contemplated by the Purchase Agreement. The undersigned has made such investigation and review of the affairs, operations, condition, and prospects of the Company as the undersigned has deemed necessary and appropriate to enable the undersigned to make the certifications set forth herein. In making such certifications, the undersigned has relied upon the undersigned's personal knowledge of the Company's business and affairs, as well as upon inquiries of the Company's other officers, directors, employees, accountants, and legal counsel, as the undersigned has deemed appropriate.

The undersigned hereby certifies as follows:

Section 1. Representations and Warranties

The undersigned has reviewed the representations and warranties of the Company set forth in Section [Insert section reference] of the Purchase Agreement. The undersigned hereby certifies that each of the representations and warranties of the Company contained in the Purchase Agreement is true and correct in all material respects as of the date hereof, with the same force and effect as though such representations and warranties had been made on and as of the date hereof; provided, however, that with respect to any representation or warranty of the Company that is qualified by materiality, "Material Adverse Effect," or words of similar import, such representation or warranty is true and correct in all respects (without giving effect to any such materiality, Material Adverse Effect, or similar qualification) as of the date hereof, with the same force and effect as though such representation or warranty had been made on and as of the date hereof; and provided, further, that to the extent any such representation or warranty is expressly stated to relate to a specific earlier date, such representation or warranty was true and correct in all material respects (or in all respects, as applicable, with respect to those representations and warranties that are qualified by materiality or Material Adverse Effect) as of such earlier date.

[If applicable, insert reference to any supplements to the Disclosure Schedules delivered by the Company pursuant to Section [__] of the Purchase Agreement. If the Company has delivered any updated, amended, or supplemental Disclosure Schedules at or prior to Closing, describe such supplements herein and confirm that the bring-down of representations and warranties takes into account all such supplements to the extent permitted by the Purchase Agreement.]

Section 2. Performance of Covenants and Obligations

The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, obligations, and conditions required by the Purchase Agreement to be performed or complied with by the Company at or prior to the Closing Date, including, without limitation, all covenants set forth in Section [__] of the Purchase Agreement. No breach or failure to perform any such covenant, agreement, obligation, or condition has occurred that has not been cured or waived on or prior to the date hereof.

Section 3. No Material Adverse Change

The undersigned hereby certifies that since the date of the Purchase Agreement, there has been no event, occurrence, development, state of circumstances, change, effect, condition, or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company (as the term "Material Adverse Effect" is defined in the Purchase Agreement). Without limiting the generality of the foregoing, there has been no material adverse change in the assets, liabilities, financial condition, results of operations, business, prospects, or properties of the Company since the date of the Purchase Agreement.

[INSTRUCTION NOTE: The definition of "Material Adverse Effect" is set forth in the Purchase Agreement and should be reviewed carefully prior to execution of this Certificate. The officer executing this Certificate should confirm with the Company's counsel that no events or developments have occurred since the date of the Purchase Agreement that could constitute, or would reasonably be expected to result in, a Material Adverse Effect, taking into account any exceptions or carve-outs set forth in the definition of Material Adverse Effect in the Purchase Agreement.]

Section 4. Conditions to Closing

The undersigned hereby certifies that, to the knowledge of the undersigned, all conditions to the obligations of the Investors to consummate the transactions contemplated by the Purchase Agreement, as set forth in Section [Insert section reference] of the Purchase Agreement, have been satisfied or, to the extent permitted by the terms of the Purchase Agreement, duly waived in writing by the applicable Investor(s), as of the Closing Date, other than those conditions that by their nature are to be satisfied at the Closing, each of which the undersigned expects to be satisfied at the Closing.

[INSTRUCTION NOTE: The officer executing this Certificate should confirm, in consultation with the Company's counsel and the Investors' counsel, that each of the closing conditions specified in the Purchase Agreement has been satisfied or waived. Typical categories of closing conditions to be confirmed include, without limitation, the following:

• Filing of the Amended and Restated Certificate of Incorporation (or equivalent charter document) with the Secretary of State of the state of incorporation, and effectiveness thereof;

• Execution and delivery of each Transaction Agreement (including, without limitation, the Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, Voting Agreement, and any other ancillary agreements) by all parties thereto;

• Delivery of a legal opinion of Company counsel, in form and substance reasonably satisfactory to the Investors and their counsel;

• Delivery of a Secretary's Certificate of the Company, attaching certified copies of the Company's charter documents, bylaws, and board and stockholder resolutions;

• Delivery of compliance certificates and bring-down certificates, including this Officer's Compliance Certificate;

• Receipt of all necessary consents, approvals, authorizations, and waivers from governmental authorities, third parties, and contracting counterparties, as applicable;

• Such other conditions as may be specified in the Purchase Agreement.

The foregoing list is illustrative only and should not be treated as a substitute for a detailed review of the conditions set forth in the Purchase Agreement.]

Section 5. No Litigation

The undersigned hereby certifies that no action, suit, claim, proceeding, arbitration, mediation, or investigation (whether civil, criminal, administrative, or otherwise) is pending or, to the knowledge of the undersigned, threatened in writing before any court, governmental authority, administrative agency, regulatory body, or arbitrator, domestic or foreign, that (a) seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the transactions contemplated by the Purchase Agreement or any of the other Transaction Agreements, (b) questions the validity or legality of the Purchase Agreement, any of the other Transaction Agreements, or any of the transactions contemplated thereby, or (c) seeks damages or other relief in connection with any of the foregoing transactions that, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company or to materially impair the ability of the Company to consummate the transactions contemplated by the Purchase Agreement.

Section 6. Consents and Approvals

The undersigned hereby certifies that all authorizations, approvals, consents, licenses, permits, orders, qualifications, registrations, and exemptions of, and all filings, declarations, notices, and registrations with, any federal, state, local, or foreign governmental authority, regulatory body, or self-regulatory organization that are required in connection with the lawful execution and delivery by the Company of the Purchase Agreement and the other Transaction Agreements and the lawful issuance, sale, and delivery of the shares of Series A Preferred Stock pursuant to the Purchase Agreement have been duly obtained, made, or given and are in full force and effect as of the Closing Date.

[Insert reference to specific filings if applicable, e.g., "Without limiting the generality of the foregoing, the Company has filed the Amended and Restated Certificate of Incorporation with the Secretary of State of [Insert state], and such filing has become effective as of the date hereof. The Company has made all filings required under applicable federal and state securities laws in connection with the offer, issuance, and sale of the shares of Series A Preferred Stock, or the Company has determined, in consultation with its counsel, that an exemption from such filing requirements is available and applicable."]

Section 7. Authorized Shares

The undersigned hereby certifies that the authorized capital stock of the Company, as set forth in the Amended and Restated Certificate of Incorporation as filed with and accepted by the Secretary of State of the Company's state of incorporation, is sufficient to permit the issuance and sale of all shares of Series A Preferred Stock to be issued and sold to the Investors pursuant to the Purchase Agreement. The undersigned further certifies that such authorized capital stock is also sufficient to permit the issuance of all shares of Common Stock issuable upon conversion of the Series A Preferred Stock and any other shares of Common Stock or Preferred Stock issuable upon conversion, exercise, or exchange of any convertible securities, options, warrants, or other rights to acquire equity securities of the Company that are outstanding or that are to be issued in connection with the transactions contemplated by the Purchase Agreement and the other Transaction Agreements. When issued and delivered to the Investors in accordance with the terms and conditions of the Purchase Agreement, against payment of the aggregate purchase price therefor as provided in the Purchase Agreement, the shares of Series A Preferred Stock will be duly authorized, validly issued, fully paid, and nonassessable, and will be free and clear of all liens, encumbrances, equities, claims, security interests, restrictions, and charges of any kind, other than restrictions on transfer arising under applicable federal and state securities laws and as set forth in the Transaction Agreements.

Section 8. Capitalization

The undersigned hereby certifies that the capitalization of the Company as of the Closing Date, immediately prior to the Closing (and without giving effect to the issuance and sale of the shares of Series A Preferred Stock at the Closing), is as set forth in Section [Insert section reference] of the Purchase Agreement and the Disclosure Schedules attached thereto, as supplemented and updated through the date hereof. The capitalization table set forth in the Disclosure Schedules accurately reflects all issued and outstanding shares of capital stock of the Company, and all outstanding options, warrants, convertible securities, and other rights to acquire equity securities of the Company, as of such time.

[INSTRUCTION NOTE: Prior to execution of this Certificate, the officer should confirm the accuracy of the capitalization table and all outstanding securities, including, without limitation: (i) authorized and outstanding shares of Common Stock; (ii) authorized and outstanding shares of Preferred Stock (by series); (iii) options granted and outstanding under any equity incentive plan(s), together with the exercise prices, vesting schedules, and expiration dates applicable thereto; (iv) warrants outstanding, together with the exercise prices and expiration dates applicable thereto; (v) convertible notes or other convertible instruments outstanding, together with the conversion prices, outstanding principal amounts, and accrued interest applicable thereto; (vi) any other rights to acquire equity securities of the Company; and (vii) shares reserved for future issuance under any equity incentive plan(s) or otherwise. Any changes to the capitalization of the Company since the date of the Purchase Agreement should be disclosed and confirmed.]

Section 9. No Defaults

The undersigned hereby certifies that the Company is not in default under, and no event has occurred that, with the giving of notice or lapse of time or both, would constitute a default by the Company under, any material agreement, contract, instrument, indenture, mortgage, deed of trust, lease, license, judgment, order, injunction, writ, decree, or ruling to which the Company is a party or by which it or any of its properties or assets are bound. The undersigned further certifies that the execution, delivery, and performance by the Company of the Purchase Agreement and each of the other Transaction Agreements, and the consummation of the transactions contemplated thereby (including, without limitation, the issuance and sale of the shares of Series A Preferred Stock), do not and will not (a) conflict with or result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would become a default) under, any such material agreement, contract, instrument, indenture, mortgage, deed of trust, lease, license, judgment, order, injunction, writ, decree, or ruling, (b) result in the creation or imposition of any lien, charge, or encumbrance upon any of the properties or assets of the Company, or (c) violate or conflict with any provision of the Company's Amended and Restated Certificate of Incorporation or Bylaws, in each case as in effect on the date hereof.

Section 10. Disclosure

The undersigned hereby certifies that no representation or warranty of the Company contained in the Purchase Agreement, and no statement contained in the Disclosure Schedules or in any certificate, exhibit, schedule, document, instrument, or written statement furnished or to be furnished to the Investors by or on behalf of the Company pursuant to the Purchase Agreement or in connection with the transactions contemplated thereby, contains or will contain, as of the date hereof or as of the date such statement was made (as applicable), any untrue statement of a material fact. The undersigned further certifies that no such representation, warranty, or statement omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were made.

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned has executed this Officer's Compliance Certificate as of [Insert date of Closing].

[INSERT COMPANY NAME]

By: ________

Name: [Insert Name]

Title: [Insert Title]

[INSTRUCTION NOTE: This Certificate is to be executed by the Chief Executive Officer or another duly authorized officer of the Company. The officer executing this Certificate should be an individual who has sufficient knowledge of the Company's business, operations, financial condition, and affairs to make the certifications set forth herein. Board authorization for the execution and delivery of this Certificate should be confirmed.]

EXHIBIT A — DEFINITIONS (CROSS-REFERENCE)

[INSTRUCTION NOTE: Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings given to such terms in the Purchase Agreement. No separate definitions appendix is required for this Certificate, as all defined terms are incorporated by reference from the Purchase Agreement. For the convenience of the officer executing this Certificate, the following key defined terms used herein are defined in the Purchase Agreement and should be reviewed in connection with the preparation and execution of this Certificate:

• "Closing" — as defined in Section [__] of the Purchase Agreement.

• "Closing Date" — as defined in Section [__] of the Purchase Agreement.

• "Disclosure Schedules" — as defined in Section [__] of the Purchase Agreement.

• "Investors" — as defined in the preamble to the Purchase Agreement and the Schedule of Investors attached thereto.

• "Material Adverse Effect" — as defined in Section [__] of the Purchase Agreement.

• "Purchase Agreement" — that certain Series A Preferred Stock Purchase Agreement, dated as of [Insert date], by and among the Company and the Investors.

• "Series A Preferred Stock" — as defined in Section [__] of the Purchase Agreement and the Amended and Restated Certificate of Incorporation.

• "Transaction Agreements" — as defined in Section [__] of the Purchase Agreement.

The foregoing list is provided for reference purposes only and is not intended to modify, supplement, or supersede the definitions set forth in the Purchase Agreement. In the event of any conflict between the foregoing references and the definitions set forth in the Purchase Agreement, the definitions in the Purchase Agreement shall control.]

DOCUMENT METADATA — TEMPLATE NOTATION

Form prepared by: [Insert Investor Counsel Firm Name]

Matter Number: [Insert matter number]

Document Version: [FORM — Version 1.0]

Date of Form: [Insert date]

INSTRUCTION: This form is to be reviewed and completed in connection with the closing of the transaction contemplated by the Purchase Agreement. The officer executing this Certificate should consult with the Company's legal counsel prior to execution. This form should be circulated in draft to the Company's counsel and the Investors' counsel for review and comment in advance of the Closing. All bracketed fields must be completed, and all instruction notes must be removed, prior to final execution and delivery of this Certificate.

FORM OF OFFICER'S COMPLIANCE CERTIFICATE
Quillen Technologies, Inc.
Delivered Pursuant to Section [__] of that certain Series A Preferred Stock Purchase Agreement
[FORM]
INSTRUCTION NOTE: This document is a blank form / template to be completed and executed at the Closing of the transactions contemplated by the Purchase Agreement referenced herein. All bracketed fields (denoted by "[__]" or "[Insert __]") are placeholders for completion at the time of execution. This form should not be executed in its current state. The officer executing this Certificate should review the Purchase Agreement and all related Transaction Agreements and Disclosure Schedules, and should consult with the Company's counsel, prior to execution.
OFFICER'S COMPLIANCE CERTIFICATE
The undersigned, [Insert Name], [Insert Title] of [Insert Company Name], a [Insert state] corporation (the "Company"), hereby certifies and delivers this Officer's Compliance Certificate (this "Certificate") in connection with that certain Series A Preferred Stock Purchase Agreement, dated as of [Insert date] (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among the Company and the Investors listed on the Schedule of Investors attached thereto (collectively, the "Investors" and each, individually, an "Investor").
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Purchase Agreement. All references herein to sections of the Purchase Agreement are to sections of the Purchase Agreement as in effect on the date hereof, unless otherwise expressly indicated.
The undersigned hereby represents and certifies to the Investors that the undersigned is a duly elected, qualified, and acting officer of the Company and, in such capacity, is authorized to execute and deliver this Certificate on behalf of the Company. The undersigned is delivering this Certificate pursuant to Section [Insert section reference] of the Purchase Agreement as a condition precedent to the obligations of the Investors to consummate the Closing contemplated by the Purchase Agreement. The undersigned has made such investigation and review of the affairs, operations, condition, and prospects of the Company as the undersigned has deemed necessary and appropriate to enable the undersigned to make the certifications set forth herein. In making such certifications, the undersigned has relied upon the undersigned's personal knowledge of the Company's business and affairs, as well as upon inquiries of the Company's other officers, directors, employees, accountants, and legal counsel, as the undersigned has deemed appropriate.
The undersigned hereby certifies as follows:
Section 1. Representations and Warranties
The undersigned has reviewed the representations and warranties of the Company set forth in Section [Insert section reference] of the Purchase Agreement. The undersigned hereby certifies that each of the representations and warranties of the Company contained in the Purchase Agreement is true and correct in all material respects as of the date hereof, with the same force and effect as though such representations and warranties had been made on and as of the date hereof; provided, however, that with respect to any representation or warranty of the Company that is qualified by materiality, "Material Adverse Effect," or words of similar import, such representation or warranty is true and correct in all respects (without giving effect to any such materiality, Material Adverse Effect, or similar qualification) as of the date hereof, with the same force and effect as though such representation or warranty had been made on and as of the date hereof; and provided, further, that to the extent any such representation or warranty is expressly stated to relate to a specific earlier date, such representation or warranty was true and correct in all material respects (or in all respects, as applicable, with respect to those representations and warranties that are qualified by materiality or Material Adverse Effect) as of such earlier date.
[If applicable, insert reference to any supplements to the Disclosure Schedules delivered by the Company pursuant to Section [__] of the Purchase Agreement. If the Company has delivered any updated, amended, or supplemental Disclosure Schedules at or prior to Closing, describe such supplements herein and confirm that the bring-down of representations and warranties takes into account all such supplements to the extent permitted by the Purchase Agreement.]
Section 2. Performance of Covenants and Obligations
The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, obligations, and conditions required by the Purchase Agreement to be performed or complied with by the Company at or prior to the Closing Date, including, without limitation, all covenants set forth in Section [__] of the Purchase Agreement. No breach or failure to perform any such covenant, agreement, obligation, or condition has occurred that has not been cured or waived on or prior to the date hereof.
Section 3. No Material Adverse Change
The undersigned hereby certifies that since the date of the Purchase Agreement, there has been no event, occurrence, development, state of circumstances, change, effect, condition, or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company (as the term "Material Adverse Effect" is defined in the Purchase Agreement). Without limiting the generality of the foregoing, there has been no material adverse change in the assets, liabilities, financial condition, results of operations, business, prospects, or properties of the Company since the date of the Purchase Agreement.
[INSTRUCTION NOTE: The definition of "Material Adverse Effect" is set forth in the Purchase Agreement and should be reviewed carefully prior to execution of this Certificate. The officer executing this Certificate should confirm with the Company's counsel that no events or developments have occurred since the date of the Purchase Agreement that could constitute, or would reasonably be expected to result in, a Material Adverse Effect, taking into account any exceptions or carve-outs set forth in the definition of Material Adverse Effect in the Purchase Agreement.]
Section 4. Conditions to Closing
The undersigned hereby certifies that, to the knowledge of the undersigned, all conditions to the obligations of the Investors to consummate the transactions contemplated by the Purchase Agreement, as set forth in Section [Insert section reference] of the Purchase Agreement, have been satisfied or, to the extent permitted by the terms of the Purchase Agreement, duly waived in writing by the applicable Investor(s), as of the Closing Date, other than those conditions that by their nature are to be satisfied at the Closing, each of which the undersigned expects to be satisfied at the Closing.
[INSTRUCTION NOTE: The officer executing this Certificate should confirm, in consultation with the Company's counsel and the Investors' counsel, that each of the closing conditions specified in the Purchase Agreement has been satisfied or waived. Typical categories of closing conditions to be confirmed include, without limitation, the following:
•  Filing of the Amended and Restated Certificate of Incorporation (or equivalent charter document) with the Secretary of State of the state of incorporation, and effectiveness thereof;
•  Execution and delivery of each Transaction Agreement (including, without limitation, the Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, Voting Agreement, and any other ancillary agreements) by all parties thereto;
•  Delivery of a legal opinion of Company counsel, in form and substance reasonably satisfactory to the Investors and their counsel;
•  Delivery of a Secretary's Certificate of the Company, attaching certified copies of the Company's charter documents, bylaws, and board and stockholder resolutions;
•  Delivery of compliance certificates and bring-down certificates, including this Officer's Compliance Certificate;
•  Receipt of all necessary consents, approvals, authorizations, and waivers from governmental authorities, third parties, and contracting counterparties, as applicable;
•  Such other conditions as may be specified in the Purchase Agreement.
The foregoing list is illustrative only and should not be treated as a substitute for a detailed review of the conditions set forth in the Purchase Agreement.]
Section 5. No Litigation
The undersigned hereby certifies that no action, suit, claim, proceeding, arbitration, mediation, or investigation (whether civil, criminal, administrative, or otherwise) is pending or, to the knowledge of the undersigned, threatened in writing before any court, governmental authority, administrative agency, regulatory body, or arbitrator, domestic or foreign, that (a) seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the transactions contemplated by the Purchase Agreement or any of the other Transaction Agreements, (b) questions the validity or legality of the Purchase Agreement, any of the other Transaction Agreements, or any of the transactions contemplated thereby, or (c) seeks damages or other relief in connection with any of the foregoing transactions that, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company or to materially impair the ability of the Company to consummate the transactions contemplated by the Purchase Agreement.
Section 6. Consents and Approvals
The undersigned hereby certifies that all authorizations, approvals, consents, licenses, permits, orders, qualifications, registrations, and exemptions of, and all filings, declarations, notices, and registrations with, any federal, state, local, or foreign governmental authority, regulatory body, or self-regulatory organization that are required in connection with the lawful execution and delivery by the Company of the Purchase Agreement and the other Transaction Agreements and the lawful issuance, sale, and delivery of the shares of Series A Preferred Stock pursuant to the Purchase Agreement have been duly obtained, made, or given and are in full force and effect as of the Closing Date.
[Insert reference to specific filings if applicable, e.g., "Without limiting the generality of the foregoing, the Company has filed the Amended and Restated Certificate of Incorporation with the Secretary of State of [Insert state], and such filing has become effective as of the date hereof. The Company has made all filings required under applicable federal and state securities laws in connection with the offer, issuance, and sale of the shares of Series A Preferred Stock, or the Company has determined, in consultation with its counsel, that an exemption from such filing requirements is available and applicable."]
Section 7. Authorized Shares
The undersigned hereby certifies that the authorized capital stock of the Company, as set forth in the Amended and Restated Certificate of Incorporation as filed with and accepted by the Secretary of State of the Company's state of incorporation, is sufficient to permit the issuance and sale of all shares of Series A Preferred Stock to be issued and sold to the Investors pursuant to the Purchase Agreement. The undersigned further certifies that such authorized capital stock is also sufficient to permit the issuance of all shares of Common Stock issuable upon conversion of the Series A Preferred Stock and any other shares of Common Stock or Preferred Stock issuable upon conversion, exercise, or exchange of any convertible securities, options, warrants, or other rights to acquire equity securities of the Company that are outstanding or that are to be issued in connection with the transactions contemplated by the Purchase Agreement and the other Transaction Agreements. When issued and delivered to the Investors in accordance with the terms and conditions of the Purchase Agreement, against payment of the aggregate purchase price therefor as provided in the Purchase Agreement, the shares of Series A Preferred Stock will be duly authorized, validly issued, fully paid, and nonassessable, and will be free and clear of all liens, encumbrances, equities, claims, security interests, restrictions, and charges of any kind, other than restrictions on transfer arising under applicable federal and state securities laws and as set forth in the Transaction Agreements.
Section 8. Capitalization
The undersigned hereby certifies that the capitalization of the Company as of the Closing Date, immediately prior to the Closing (and without giving effect to the issuance and sale of the shares of Series A Preferred Stock at the Closing), is as set forth in Section [Insert section reference] of the Purchase Agreement and the Disclosure Schedules attached thereto, as supplemented and updated through the date hereof. The capitalization table set forth in the Disclosure Schedules accurately reflects all issued and outstanding shares of capital stock of the Company, and all outstanding options, warrants, convertible securities, and other rights to acquire equity securities of the Company, as of such time.
[INSTRUCTION NOTE: Prior to execution of this Certificate, the officer should confirm the accuracy of the capitalization table and all outstanding securities, including, without limitation: (i) authorized and outstanding shares of Common Stock; (ii) authorized and outstanding shares of Preferred Stock (by series); (iii) options granted and outstanding under any equity incentive plan(s), together with the exercise prices, vesting schedules, and expiration dates applicable thereto; (iv) warrants outstanding, together with the exercise prices and expiration dates applicable thereto; (v) convertible notes or other convertible instruments outstanding, together with the conversion prices, outstanding principal amounts, and accrued interest applicable thereto; (vi) any other rights to acquire equity securities of the Company; and (vii) shares reserved for future issuance under any equity incentive plan(s) or otherwise. Any changes to the capitalization of the Company since the date of the Purchase Agreement should be disclosed and confirmed.]
Section 9. No Defaults
The undersigned hereby certifies that the Company is not in default under, and no event has occurred that, with the giving of notice or lapse of time or both, would constitute a default by the Company under, any material agreement, contract, instrument, indenture, mortgage, deed of trust, lease, license, judgment, order, injunction, writ, decree, or ruling to which the Company is a party or by which it or any of its properties or assets are bound. The undersigned further certifies that the execution, delivery, and performance by the Company of the Purchase Agreement and each of the other Transaction Agreements, and the consummation of the transactions contemplated thereby (including, without limitation, the issuance and sale of the shares of Series A Preferred Stock), do not and will not (a) conflict with or result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would become a default) under, any such material agreement, contract, instrument, indenture, mortgage, deed of trust, lease, license, judgment, order, injunction, writ, decree, or ruling, (b) result in the creation or imposition of any lien, charge, or encumbrance upon any of the properties or assets of the Company, or (c) violate or conflict with any provision of the Company's Amended and Restated Certificate of Incorporation or Bylaws, in each case as in effect on the date hereof.
Section 10. Disclosure
The undersigned hereby certifies that no representation or warranty of the Company contained in the Purchase Agreement, and no statement contained in the Disclosure Schedules or in any certificate, exhibit, schedule, document, instrument, or written statement furnished or to be furnished to the Investors by or on behalf of the Company pursuant to the Purchase Agreement or in connection with the transactions contemplated thereby, contains or will contain, as of the date hereof or as of the date such statement was made (as applicable), any untrue statement of a material fact. The undersigned further certifies that no such representation, warranty, or statement omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were made.
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed this Officer's Compliance Certificate as of [Insert date of Closing].
[INSERT COMPANY NAME]
By: ________
Name: [Insert Name]
Title: [Insert Title]
[INSTRUCTION NOTE: This Certificate is to be executed by the Chief Executive Officer or another duly authorized officer of the Company. The officer executing this Certificate should be an individual who has sufficient knowledge of the Company's business, operations, financial condition, and affairs to make the certifications set forth herein. Board authorization for the execution and delivery of this Certificate should be confirmed.]
EXHIBIT A — DEFINITIONS (CROSS-REFERENCE)
[INSTRUCTION NOTE: Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings given to such terms in the Purchase Agreement. No separate definitions appendix is required for this Certificate, as all defined terms are incorporated by reference from the Purchase Agreement. For the convenience of the officer executing this Certificate, the following key defined terms used herein are defined in the Purchase Agreement and should be reviewed in connection with the preparation and execution of this Certificate:
•  "Closing" — as defined in Section [__] of the Purchase Agreement.
•  "Closing Date" — as defined in Section [__] of the Purchase Agreement.
•  "Disclosure Schedules" — as defined in Section [__] of the Purchase Agreement.
•  "Investors" — as defined in the preamble to the Purchase Agreement and the Schedule of Investors attached thereto.
•  "Material Adverse Effect" — as defined in Section [__] of the Purchase Agreement.
•  "Purchase Agreement" — that certain Series A Preferred Stock Purchase Agreement, dated as of [Insert date], by and among the Company and the Investors.
•  "Series A Preferred Stock" — as defined in Section [__] of the Purchase Agreement and the Amended and Restated Certificate of Incorporation.
•  "Transaction Agreements" — as defined in Section [__] of the Purchase Agreement.
The foregoing list is provided for reference purposes only and is not intended to modify, supplement, or supersede the definitions set forth in the Purchase Agreement. In the event of any conflict between the foregoing references and the definitions set forth in the Purchase Agreement, the definitions in the Purchase Agreement shall control.]
DOCUMENT METADATA — TEMPLATE NOTATION
Form prepared by: [Insert Investor Counsel Firm Name]
Matter Number: [Insert matter number]
Document Version: [FORM — Version 1.0]
Date of Form: [Insert date]
INSTRUCTION: This form is to be reviewed and completed in connection with the closing of the transaction contemplated by the Purchase Agreement. The officer executing this Certificate should consult with the Company's legal counsel prior to execution. This form should be circulated in draft to the Company's counsel and the Investors' counsel for review and comment in advance of the Closing. All bracketed fields must be completed, and all instruction notes must be removed, prior to final execution and delivery of this Certificate.

FORM OF OFFICER'S COMPLIANCE CERTIFICATE

OFFICER'S COMPLIANCE CERTIFICATE

SIGNATURE PAGE

Record

Parties

Dates

Amounts