|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
[FORM OF] PERFECTION CERTIFICATE
February 22, 2019
With reference to (a) the Senior Secured Superpriority Debtor-in-Possession Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of February 22, 2019, among Pernix Therapeutics Holdings, Inc., a Maryland corporation and a debtor and a debtor-in-possession (the “Borrower”), the lenders party thereto from time to time and Cantor Fitzgerald Securities, as Agent (capitalized terms defined therein being used herein and not defined have the meaning assigned to such terms therein (whether defined expressly therein or by reference to another document)) and (b) the Guaranty and Security Agreement and any other Loan Document that purports to create a Lien on any Collateral from the Borrower or any of its subsidiaries (the Borrower, together with any such subsidiary that grants a security interest in such Collateral to secure the Obligations, collectively, the “Grantors” and each, individually, a “Grantor”), the undersigned, solely in the capacity of a duly authorized officer of the Borrower, certifies to the Agent as of the date hereof as follows:
Section 1. Legal Names, Organizations and Jurisdictions of Organization or Incorporation. (a) The exact legal name of each Grantor, as such name appears in its respective certificate of incorporation or any other organizational document, is set forth in Schedule 1(a). Each Grantor is (i) the type of entity disclosed next to its name in Schedule 1(a), (ii) is incorporated or formed in its jurisdiction of organization or formation, as applicable, listed in Schedule 1(a) and (iii) a registered organization except to the extent disclosed in Schedule 1(a).
(b) Except as set forth on Schedule 1(b), no Grantor has, within the past five years preceding the date hereof, changed its legal name, jurisdiction of organization or incorporation or its corporate structure (e.g., by merger or consolidation with any other Person or acquisition of all equity interests of a Person or all or substantially all of the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) another Person (other than any other Loan Party)).
Section 2. Organizational and Federal Taxpayer Identification Numbers. Set forth on Schedule 2 is (i) the organizational identification number, if any, assigned by the jurisdiction of organization, formation or incorporation, as applicable, of each Grantor, (ii) the address (including street address, city, county and state) of the chief executive office of each Grantor or the registered office of each Grantor, if applicable, at any time in the past five years and (iii) the U.S. federal taxpayer identification number of each Grantor.
Section 3. UCC Filings. (a) Set forth on Schedule 3(a) is a true copy of a file search report from the central UCC filing office in each jurisdiction identified in Schedule 1(a) above (searches in local filing offices, if any, are not required).
(b) Financing statements have been prepared for filing by counsel to the Agent in the proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is located. Set forth on Schedule 3(b) is a true and correct list of each such filing office in which such filing is to be made.
Section 4. Intellectual Property. (a) Set forth on Schedule 4(a) is a complete and correct list of all registered Copyrights applicable to any of the Products or otherwise owned by any Grantor, all applications for registration of Copyrights owned by any Grantor, and all other Copyrights owned by any Grantor and material to the conduct of the business of such Grantor.