definiens: below shall be understood to mean the Subsequent Closing Date ), the Company shall issue, deliveror cause to be delivered to [COMPANY] Switzerland the following ( the ): ( i ) this Agreement, duly executed by the Company ( only on the Closing Date);(ii ) the Closing Shares ( or, with respect to the Subsequent Closing, the Applicable SubsequentClosing Shares ) in book - entry form, free and clear of all restrictive and other legends ( except as provided inSection 4.1(b ) hereof);(iii ) a certificate of the Secretary or Assistant Secretary of the Company ( the ), dated as of the Closing Date, ( a ) certifying the resolutions adopted by the Board of Directors of theCompany or a duly authorized committee thereof approving the transactions contemplated by this Agreement and theissuance of the Shares, ( b ) certifying the current versions of the certificate of incorporation, as amended, and by - lawsof the Company and ( c ) certifying as to the signatures and authority of persons signing this Agreement and relateddocuments on behalf of the Company, in the form attached hereto as Exhibit A;(iv ) a certificate evidencing the formation and good standing of the Company issued by the Secretaryof State of Delaware, as of a date within five ( 5 ) Trading Days of the Closing Date ; and(v ) a certified copy of the Company ’s restated certificate of incorporation, as certified by theSecretary of State of Delaware as of a date within five ( 5 ) Trading Days of the Closing Date