1018-00008 · Penterra Pharmaceuticals Corp · Transaction Documents

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CONFIDENTIAL

Prepared by: Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166

Date of Preparation: June 10, 2024

EXHIBIT [___]

FORM OF CLOSING CERTIFICATE OF BUYER

Pursuant to Section [___] of the Stock Purchase Agreement

[FORM — TO BE COMPLETED AND EXECUTED AT CLOSING]

Internal Guidance Note: This is a form document prepared for use at the Closing of the Transaction contemplated by the Stock Purchase Agreement referenced herein. All bracketed items (indicated by "[_]" or "[Insert _]") are to be completed with deal-specific information prior to execution and delivery. This form should be reviewed and finalized by counsel prior to the Closing Date. No representation is made that this form is complete or suitable for execution without further review and customization by the parties and their respective counsel.

CLOSING CERTIFICATE OF BUYER

This Closing Certificate (this "Certificate") is delivered by [Insert name of Buyer], a [Insert state of organization] [corporation/limited liability company] ("Buyer"), pursuant to Section [_] of that certain Stock Purchase Agreement, dated as of [Insert date of SPA] (as the same may have been amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among Buyer, [Insert name of the Company], a [Insert state of organization] [corporation/limited liability company] (the "Company"), the Sellers identified on Schedule A thereto (collectively, the "Sellers" and each, individually, a "Seller"), and [Insert name of Stockholder Representative], in the capacity of Stockholder Representative (the "Stockholder Representative").

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 articles, sections, schedules, and exhibits are, unless otherwise specified, references to articles, sections, schedules, and exhibits of the Agreement.

This Certificate is being delivered by Buyer to the Sellers and the Stockholder Representative in order to satisfy the conditions to the obligations of the Sellers to consummate the Closing as set forth in Section [_] of the Agreement (the "Sellers' Conditions to Closing").

The undersigned, [Insert name of authorized officer of Buyer], [Insert title of authorized officer of Buyer] of Buyer, hereby certifies, solely on behalf of Buyer and not in any individual capacity, and solely for the purposes and subject to the limitations set forth in the Agreement, as follows:

Section 1. Representations and Warranties

The representations and warranties of Buyer contained in Article [_] of the Agreement are true and correct in all material respects as of the date hereof as though made on and as of the date hereof, with the same force and effect as if such representations and warranties had been made on and as of such date, except that:

(a) those representations and warranties of Buyer that are qualified by materiality, "Material Adverse Effect," or similar qualifications shall be true and correct in all respects (after giving effect to such qualifications) as of the date hereof as though made on and as of the date hereof; and

(b) to the extent that any such representation or warranty expressly relates to a specified date or period of time (including, without limitation, representations and warranties made "as of the date of this Agreement" or "as of the date hereof" as used in the Agreement), such representation or warranty shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality, "Material Adverse Effect," or similar qualifications, in all respects) as of such specified date or with respect to such specified period of time.

The bring-down standard set forth in this Section 1 is consistent with, and is intended to correspond to, the bring-down standard specified in Section [_] of the Agreement, and the certifications set forth in this Section 1 shall be interpreted in accordance with, and subject to, the terms and conditions of Section [_] of the Agreement.

[Note to Draft: Confirm that the materiality qualifier and bring-down standard set forth above are consistent with the applicable closing condition in the Agreement. Certain agreements may require a different formulation, such as a "true and correct in all respects" bring-down for fundamental representations and a "true and correct in all material respects" bring-down for all other representations. Adjust accordingly.]

Section 2. Covenants and Agreements

Buyer has duly performed and complied in all material respects with all of the covenants, obligations, and agreements required by the Agreement to be performed or complied with by Buyer at or before the Closing Date, including, without limitation, those covenants, obligations, and agreements set forth in Article [_] of the Agreement and any other provisions of the Agreement that impose obligations on Buyer that are required to be performed or satisfied on or prior to the Closing Date.

Without limiting the generality of the foregoing, and for the avoidance of doubt, the certification set forth in this Section 2 encompasses Buyer's compliance in all material respects with all pre-Closing covenants and agreements applicable to Buyer, including those relating to (i) the use of commercially reasonable efforts to consummate the Transactions, (ii) cooperation with respect to regulatory filings and approvals, (iii) the delivery of notices and other communications required under the Agreement, and (iv) any other affirmative or negative covenants applicable to Buyer during the period between the date of the Agreement and the Closing Date.

[Note to Draft: Confirm that the materiality qualifier set forth above (i.e., "in all material respects") is consistent with the applicable closing condition in the Agreement. Adjust if the Agreement requires strict compliance or uses a different standard.]

Section 3. No Legal Proceedings

(a) As of the date hereof, no temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, judgment, or decree issued by any court of competent jurisdiction or any other governmental authority (each, a "Legal Restraint") preventing, enjoining, restraining, making illegal, or otherwise prohibiting the consummation of the Transactions contemplated by the Agreement shall be in effect as of the date hereof.

(b) As of the date hereof, no action, suit, claim, proceeding, investigation, or litigation shall be pending or, to the knowledge of Buyer, threatened before any governmental authority of competent jurisdiction seeking to restrain, enjoin, prohibit, make illegal, or otherwise prevent the consummation of the Transactions contemplated by the Agreement, or seeking damages in connection therewith in an amount that would reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Transactions.

(c) No statute, rule, regulation, executive order, decree, ruling, or other governmental action shall have been enacted, entered, promulgated, enforced, or deemed applicable to the Transactions contemplated by the Agreement that would, individually or in the aggregate, make the consummation of the Transactions illegal or otherwise prohibit or prevent the consummation of the Transactions.

Section 4. Governmental Approvals

All authorizations, consents, clearances, orders, approvals, permits, or waivers of, or declarations, registrations, or filings with, or expirations or terminations of waiting periods imposed by, any governmental authority (including, without limitation, any federal, state, local, or foreign governmental body, agency, commission, department, instrumentality, or authority) that are required in connection with Buyer's execution, delivery, and performance of the Agreement and the consummation of the Transactions contemplated thereby (collectively, the "Requisite Governmental Approvals") have been duly obtained, made, given, or filed, or have expired or been terminated, as applicable, and all such Requisite Governmental Approvals are in full force and effect as of the date hereof.

Without limiting the foregoing, and to the extent applicable to the Transactions:

(a) [Include reference to specific regulatory approvals, e.g., the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall have expired or been earlier terminated, if applicable per the Agreement.]

(b) [Include references to any other required governmental or regulatory approvals, such as CFIUS clearance, state regulatory approvals, foreign antitrust or competition law approvals, industry-specific regulatory approvals, or other governmental approvals specifically identified in the Agreement as conditions to Closing.]

All such Requisite Governmental Approvals have been obtained without the imposition of any conditions, restrictions, limitations, or requirements (including any divestitures, hold-separate arrangements, or behavioral remedies) that would constitute a Burdensome Condition (as defined in the Agreement) [Note to Draft: Confirm whether the Agreement includes a "Burdensome Condition" concept or its equivalent, and adjust this paragraph accordingly.].

Section 5. Delivery of Closing Deliverables

Buyer is delivering, concurrently with the delivery of this Certificate, or has previously delivered to the Sellers, the Stockholder Representative, or such other parties as specified in the Agreement, all of the documents, instruments, certificates, agreements, and other items required to be delivered by Buyer at or prior to the Closing pursuant to Section [_] of the Agreement (the "Buyer Closing Deliverables"), including, without limitation, the following:

(a) payment of the Closing Date Purchase Price (as defined and calculated in accordance with Section [_] of the Agreement), by wire transfer of immediately available funds to the account or accounts designated in writing by the Sellers or the Stockholder Representative, as applicable, in accordance with the terms and conditions of the Agreement;

(b) this Certificate, duly executed by an authorized officer of Buyer;

(c) a certificate of the Secretary or an Assistant Secretary of Buyer, in the form required by Section [_] of the Agreement, certifying as to (i) the resolutions of the Board of Directors of Buyer authorizing the execution, delivery, and performance of the Agreement and the consummation of the Transactions, (ii) the incumbency and specimen signatures of the officers of Buyer authorized to execute and deliver the Agreement and each of the other Transaction Documents to which Buyer is a party, and (iii) the organizational documents of Buyer;

(d) [Insert reference to any required legal opinion of Buyer's counsel, if applicable per the Agreement;]

(e) [Insert reference to any required evidence of financing, committed financing, or equity contribution, if applicable per the Agreement;]

(f) [Insert reference to any ancillary agreements, instruments, or documents to be executed and delivered by Buyer at Closing, including, without limitation, any transition services agreement, employment agreements, non-competition agreements, escrow agreement, stockholders' agreement, registration rights agreement, or other agreements contemplated by the Agreement;]

(g) [Insert reference to any certificates of good standing, existence, or qualification of Buyer from the applicable Secretary of State or other governmental authority, if required by the Agreement;] and

(h) [Insert reference to any other Buyer Closing deliverables specifically enumerated in Section [___] of the Agreement, as applicable.]

[Note to Draft: The foregoing list should be reviewed against the specific Buyer closing deliverables set forth in Section [___] of the Agreement and adjusted to reflect all items required to be delivered by Buyer at Closing. Items not required by the Agreement should be deleted, and any additional required items should be added.]

Section 6. No Other Representations; Limitation on Third-Party Reliance

The certifications set forth in this Certificate are made solely for the purposes of the Agreement and are delivered solely in connection with the Closing of the Transactions contemplated by the Agreement. The certifications contained herein are not intended to, and shall not, confer any rights, remedies, obligations, or liabilities upon any person other than the parties to the Agreement and their respective successors and permitted assigns, in each case, solely in accordance with and subject to the terms and conditions of the Agreement (including, without limitation, any limitations on liability, indemnification provisions, survival periods, and other provisions of the Agreement that limit or qualify the obligations and liabilities of the parties thereunder).

Nothing in this Certificate shall be construed to expand, modify, supplement, or otherwise alter the representations, warranties, covenants, or agreements of Buyer set forth in the Agreement or to create any obligation or liability of Buyer that is not otherwise expressly set forth in the Agreement. This Certificate is subject in all respects to the terms and conditions of the Agreement, including, without limitation, the limitations on remedies, the exclusive remedy provisions, and the waiver and release provisions set forth therein.

Section 7. Reliance and Authority

The undersigned hereby represents and certifies that the undersigned has full power and authority to execute and deliver this Certificate on behalf of Buyer. The execution and delivery of this Certificate has been duly authorized by all necessary corporate or other organizational action on the part of Buyer, including the authorization of the Board of Directors of Buyer, and no further corporate or other organizational action is required on the part of Buyer in connection with the execution and delivery of this Certificate.

This Certificate is being delivered by the undersigned in reliance upon (i) the authorization of the Board of Directors of Buyer, as evidenced by the resolutions of the Board of Directors of Buyer adopted on or prior to the date hereof, copies of which have been provided to the Sellers and the Stockholder Representative as part of the Buyer Closing Deliverables, and (ii) the authority vested in the undersigned by virtue of the undersigned's position as [Insert title of authorized officer] of Buyer.

The undersigned has reviewed the Agreement and the Buyer Closing Deliverables and has made such investigation and inquiry as the undersigned has deemed necessary and appropriate in order to deliver the certifications set forth in this Certificate. The certifications set forth herein are made to the knowledge and belief of the undersigned after due inquiry and investigation, and the undersigned is not aware of any facts or circumstances that would cause any of the certifications set forth herein to be inaccurate or misleading in any material respect.

[SIGNATURE PAGE FOLLOWS]

[SIGNATURE PAGE TO CLOSING CERTIFICATE OF BUYER]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Closing Certificate on behalf of Buyer as of the date first written below.

[INSERT NAME OF BUYER]

By: ________

Name: [Insert name of authorized officer]

Title: [Insert title, e.g., Chief Executive Officer / General Counsel / Secretary]

Date: [Insert Closing Date]

Internal Guidance Note: This is a form document prepared for use at the Closing of the Transaction. All bracketed items are to be completed prior to execution. This form should be reviewed and finalized by counsel prior to the Closing Date. Party names, dates, section cross-references, officer names and titles, and all other deal-specific information indicated by brackets must be inserted based on the final, executed Stock Purchase Agreement and the specific facts and circumstances of the Transaction. Counsel should verify that all certifications set forth herein are consistent with the corresponding closing conditions set forth in the Agreement and should confirm the accuracy of all factual statements prior to execution.

Calderwood & Harkness LLP

CONFIDENTIAL
Prepared by: Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166
Date of Preparation: June 10, 2024
EXHIBIT [___]
FORM OF CLOSING CERTIFICATE OF BUYER
Pursuant to Section [___] of the Stock Purchase Agreement
[FORM — TO BE COMPLETED AND EXECUTED AT CLOSING]
Internal Guidance Note: This is a form document prepared for use at the Closing of the Transaction contemplated by the Stock Purchase Agreement referenced herein. All bracketed items (indicated by "[_]" or "[Insert _]") are to be completed with deal-specific information prior to execution and delivery. This form should be reviewed and finalized by counsel prior to the Closing Date. No representation is made that this form is complete or suitable for execution without further review and customization by the parties and their respective counsel.
CLOSING CERTIFICATE OF BUYER
This Closing Certificate (this "Certificate") is delivered by [Insert name of Buyer], a [Insert state of organization] [corporation/limited liability company] ("Buyer"), pursuant to Section [_] of that certain Stock Purchase Agreement, dated as of [Insert date of SPA] (as the same may have been amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among Buyer, [Insert name of the Company], a [Insert state of organization] [corporation/limited liability company] (the "Company"), the Sellers identified on Schedule A thereto (collectively, the "Sellers" and each, individually, a "Seller"), and [Insert name of Stockholder Representative], in the capacity of Stockholder Representative (the "Stockholder Representative").
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 articles, sections, schedules, and exhibits are, unless otherwise specified, references to articles, sections, schedules, and exhibits of the Agreement.
This Certificate is being delivered by Buyer to the Sellers and the Stockholder Representative in order to satisfy the conditions to the obligations of the Sellers to consummate the Closing as set forth in Section [_] of the Agreement (the "Sellers' Conditions to Closing").
The undersigned, [Insert name of authorized officer of Buyer], [Insert title of authorized officer of Buyer] of Buyer, hereby certifies, solely on behalf of Buyer and not in any individual capacity, and solely for the purposes and subject to the limitations set forth in the Agreement, as follows:
Section 1. Representations and Warranties
The representations and warranties of Buyer contained in Article [_] of the Agreement are true and correct in all material respects as of the date hereof as though made on and as of the date hereof, with the same force and effect as if such representations and warranties had been made on and as of such date, except that:
(a) those representations and warranties of Buyer that are qualified by materiality, "Material Adverse Effect," or similar qualifications shall be true and correct in all respects (after giving effect to such qualifications) as of the date hereof as though made on and as of the date hereof; and
(b) to the extent that any such representation or warranty expressly relates to a specified date or period of time (including, without limitation, representations and warranties made "as of the date of this Agreement" or "as of the date hereof" as used in the Agreement), such representation or warranty shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality, "Material Adverse Effect," or similar qualifications, in all respects) as of such specified date or with respect to such specified period of time.
The bring-down standard set forth in this Section 1 is consistent with, and is intended to correspond to, the bring-down standard specified in Section [_] of the Agreement, and the certifications set forth in this Section 1 shall be interpreted in accordance with, and subject to, the terms and conditions of Section [_] of the Agreement.
[Note to Draft: Confirm that the materiality qualifier and bring-down standard set forth above are consistent with the applicable closing condition in the Agreement. Certain agreements may require a different formulation, such as a "true and correct in all respects" bring-down for fundamental representations and a "true and correct in all material respects" bring-down for all other representations. Adjust accordingly.]
Section 2. Covenants and Agreements
Buyer has duly performed and complied in all material respects with all of the covenants, obligations, and agreements required by the Agreement to be performed or complied with by Buyer at or before the Closing Date, including, without limitation, those covenants, obligations, and agreements set forth in Article [_] of the Agreement and any other provisions of the Agreement that impose obligations on Buyer that are required to be performed or satisfied on or prior to the Closing Date.
Without limiting the generality of the foregoing, and for the avoidance of doubt, the certification set forth in this Section 2 encompasses Buyer's compliance in all material respects with all pre-Closing covenants and agreements applicable to Buyer, including those relating to (i) the use of commercially reasonable efforts to consummate the Transactions, (ii) cooperation with respect to regulatory filings and approvals, (iii) the delivery of notices and other communications required under the Agreement, and (iv) any other affirmative or negative covenants applicable to Buyer during the period between the date of the Agreement and the Closing Date.
[Note to Draft: Confirm that the materiality qualifier set forth above (i.e., "in all material respects") is consistent with the applicable closing condition in the Agreement. Adjust if the Agreement requires strict compliance or uses a different standard.]
Section 3. No Legal Proceedings
(a) As of the date hereof, no temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, judgment, or decree issued by any court of competent jurisdiction or any other governmental authority (each, a "Legal Restraint") preventing, enjoining, restraining, making illegal, or otherwise prohibiting the consummation of the Transactions contemplated by the Agreement shall be in effect as of the date hereof.
(b) As of the date hereof, no action, suit, claim, proceeding, investigation, or litigation shall be pending or, to the knowledge of Buyer, threatened before any governmental authority of competent jurisdiction seeking to restrain, enjoin, prohibit, make illegal, or otherwise prevent the consummation of the Transactions contemplated by the Agreement, or seeking damages in connection therewith in an amount that would reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Transactions.
(c) No statute, rule, regulation, executive order, decree, ruling, or other governmental action shall have been enacted, entered, promulgated, enforced, or deemed applicable to the Transactions contemplated by the Agreement that would, individually or in the aggregate, make the consummation of the Transactions illegal or otherwise prohibit or prevent the consummation of the Transactions.
Section 4. Governmental Approvals
All authorizations, consents, clearances, orders, approvals, permits, or waivers of, or declarations, registrations, or filings with, or expirations or terminations of waiting periods imposed by, any governmental authority (including, without limitation, any federal, state, local, or foreign governmental body, agency, commission, department, instrumentality, or authority) that are required in connection with Buyer's execution, delivery, and performance of the Agreement and the consummation of the Transactions contemplated thereby (collectively, the "Requisite Governmental Approvals") have been duly obtained, made, given, or filed, or have expired or been terminated, as applicable, and all such Requisite Governmental Approvals are in full force and effect as of the date hereof.
Without limiting the foregoing, and to the extent applicable to the Transactions:
(a) [Include reference to specific regulatory approvals, e.g., the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall have expired or been earlier terminated, if applicable per the Agreement.]
(b) [Include references to any other required governmental or regulatory approvals, such as CFIUS clearance, state regulatory approvals, foreign antitrust or competition law approvals, industry-specific regulatory approvals, or other governmental approvals specifically identified in the Agreement as conditions to Closing.]
All such Requisite Governmental Approvals have been obtained without the imposition of any conditions, restrictions, limitations, or requirements (including any divestitures, hold-separate arrangements, or behavioral remedies) that would constitute a Burdensome Condition (as defined in the Agreement) [Note to Draft: Confirm whether the Agreement includes a "Burdensome Condition" concept or its equivalent, and adjust this paragraph accordingly.].
Section 5. Delivery of Closing Deliverables
Buyer is delivering, concurrently with the delivery of this Certificate, or has previously delivered to the Sellers, the Stockholder Representative, or such other parties as specified in the Agreement, all of the documents, instruments, certificates, agreements, and other items required to be delivered by Buyer at or prior to the Closing pursuant to Section [_] of the Agreement (the "Buyer Closing Deliverables"), including, without limitation, the following:
(a) payment of the Closing Date Purchase Price (as defined and calculated in accordance with Section [_] of the Agreement), by wire transfer of immediately available funds to the account or accounts designated in writing by the Sellers or the Stockholder Representative, as applicable, in accordance with the terms and conditions of the Agreement;
(b) this Certificate, duly executed by an authorized officer of Buyer;
(c) a certificate of the Secretary or an Assistant Secretary of Buyer, in the form required by Section [_] of the Agreement, certifying as to (i) the resolutions of the Board of Directors of Buyer authorizing the execution, delivery, and performance of the Agreement and the consummation of the Transactions, (ii) the incumbency and specimen signatures of the officers of Buyer authorized to execute and deliver the Agreement and each of the other Transaction Documents to which Buyer is a party, and (iii) the organizational documents of Buyer;
(d) [Insert reference to any required legal opinion of Buyer's counsel, if applicable per the Agreement;]
(e) [Insert reference to any required evidence of financing, committed financing, or equity contribution, if applicable per the Agreement;]
(f) [Insert reference to any ancillary agreements, instruments, or documents to be executed and delivered by Buyer at Closing, including, without limitation, any transition services agreement, employment agreements, non-competition agreements, escrow agreement, stockholders' agreement, registration rights agreement, or other agreements contemplated by the Agreement;]
(g) [Insert reference to any certificates of good standing, existence, or qualification of Buyer from the applicable Secretary of State or other governmental authority, if required by the Agreement;] and
(h) [Insert reference to any other Buyer Closing deliverables specifically enumerated in Section [___] of the Agreement, as applicable.]
[Note to Draft: The foregoing list should be reviewed against the specific Buyer closing deliverables set forth in Section [___] of the Agreement and adjusted to reflect all items required to be delivered by Buyer at Closing. Items not required by the Agreement should be deleted, and any additional required items should be added.]
Section 6. No Other Representations; Limitation on Third-Party Reliance
The certifications set forth in this Certificate are made solely for the purposes of the Agreement and are delivered solely in connection with the Closing of the Transactions contemplated by the Agreement. The certifications contained herein are not intended to, and shall not, confer any rights, remedies, obligations, or liabilities upon any person other than the parties to the Agreement and their respective successors and permitted assigns, in each case, solely in accordance with and subject to the terms and conditions of the Agreement (including, without limitation, any limitations on liability, indemnification provisions, survival periods, and other provisions of the Agreement that limit or qualify the obligations and liabilities of the parties thereunder).
Nothing in this Certificate shall be construed to expand, modify, supplement, or otherwise alter the representations, warranties, covenants, or agreements of Buyer set forth in the Agreement or to create any obligation or liability of Buyer that is not otherwise expressly set forth in the Agreement. This Certificate is subject in all respects to the terms and conditions of the Agreement, including, without limitation, the limitations on remedies, the exclusive remedy provisions, and the waiver and release provisions set forth therein.
Section 7. Reliance and Authority
The undersigned hereby represents and certifies that the undersigned has full power and authority to execute and deliver this Certificate on behalf of Buyer. The execution and delivery of this Certificate has been duly authorized by all necessary corporate or other organizational action on the part of Buyer, including the authorization of the Board of Directors of Buyer, and no further corporate or other organizational action is required on the part of Buyer in connection with the execution and delivery of this Certificate.
This Certificate is being delivered by the undersigned in reliance upon (i) the authorization of the Board of Directors of Buyer, as evidenced by the resolutions of the Board of Directors of Buyer adopted on or prior to the date hereof, copies of which have been provided to the Sellers and the Stockholder Representative as part of the Buyer Closing Deliverables, and (ii) the authority vested in the undersigned by virtue of the undersigned's position as [Insert title of authorized officer] of Buyer.
The undersigned has reviewed the Agreement and the Buyer Closing Deliverables and has made such investigation and inquiry as the undersigned has deemed necessary and appropriate in order to deliver the certifications set forth in this Certificate. The certifications set forth herein are made to the knowledge and belief of the undersigned after due inquiry and investigation, and the undersigned is not aware of any facts or circumstances that would cause any of the certifications set forth herein to be inaccurate or misleading in any material respect.
[SIGNATURE PAGE FOLLOWS]
[SIGNATURE PAGE TO CLOSING CERTIFICATE OF BUYER]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Closing Certificate on behalf of Buyer as of the date first written below.
[INSERT NAME OF BUYER]
By: ________
Name: [Insert name of authorized officer]
Title: [Insert title, e.g., Chief Executive Officer / General Counsel / Secretary]
Date: [Insert Closing Date]
Internal Guidance Note: This is a form document prepared for use at the Closing of the Transaction. All bracketed items are to be completed prior to execution. This form should be reviewed and finalized by counsel prior to the Closing Date. Party names, dates, section cross-references, officer names and titles, and all other deal-specific information indicated by brackets must be inserted based on the final, executed Stock Purchase Agreement and the specific facts and circumstances of the Transaction. Counsel should verify that all certifications set forth herein are consistent with the corresponding closing conditions set forth in the Agreement and should confirm the accuracy of all factual statements prior to execution.
Calderwood & Harkness LLP | 200 Park Avenue, 42nd Floor | New York, NY 10166 [Matter No. [_]]

CONFIDENTIAL

FORM OF CLOSING CERTIFICATE OF BUYER

CLOSING CERTIFICATE OF BUYER

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