Officer's Certificate
(PIPE Offering)

Summary

This template officer's certificate may be used in a PIPE transaction by the issuer’s chief executive officer to certify as to the accuracy of the issuer’s representations and warranties made in the securities purchase agreement and to the issuer's satisfaction of its obligations for closing as set forth in the purchase agreement. This template contains practical guidance and drafting notes. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For a discussion of PIPE transactions, see PIPE Transactions. For additional documents used in PIPE transactions, see Purchase Agreement (PIPE Offering), Legal Opinion (PIPE Offering) (Issuer's Counsel), Secretary’s Certificate (PIPE Offering), Registration Rights Agreement (PIPE Offering), and Common Stock Warrant (PIPE Offering). For a sample closing checklist for PIPE transactions, see Closing Checklist (PIPE Offering).