Good Standing Certificate

8.02Officer’s Certificate. SRSG and Merger Sub shall have been furnished with certificates dated the Closing Date and signed by the duly authorized chief executive officer of BioSculpture to the effect that to such officer’s Knowledge, which may be based on certificates of good standing, representations of Governmental Entities, and BioSculpture’s own documents and information:

Agent shall have received a certificate of good standing (or equivalent thereof) with respect to each Loan Party (to the extent such concept exists in the relevant jurisdiction), dated as of a recent date, such certificate to be issued by the appropriate authority of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction; # Agent shall have received certificates of insurance, together with the endorsements thereto, as are required by [Section 5.6] of this Agreement, the form and substance of which shall be reasonably satisfactory to Agent;

Confirmation of Good Standing. The Borrowers shall deliver, upon a request from the Agent, certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of the Borrowers and Guarantors.

Corporate Documents. The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the organization, existence and good standing of the Company and any other legal matters relating to the Company, the Loan Documents or the transactions contemplated thereby.

good standing certificate of ​; and

Exhibit # — Form of Secretary’s Certificate

Secretary’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor shall have delivered to such Purchaser a certificate, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Subsidiary Guaranty.

The Seller is a public limited liability no par value company duly organized, validly existing and in good standing under the laws of Jersey, [[Person A:Person]]. The Seller has all corporate power and authority to own or lease and to operate and use its properties and to carry on its business as now conducted. The Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of its business or the nature of its properties makes such qualification or licensing necessary.

The Buyer is an exempted company incorporated in the Cayman Islands with limited liability. The Buyer has the requisite power and authority to own or lease and to operate and use its properties and to carry on its business as now conducted.