Common use of Certificate of Incumbency and Authority Clause in Contracts

Certificate of Incumbency and Authority. Reference is made to the Subscription Agreement, dated [●], between the Investor, the Company and the Sponsors (the “Subscription Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in the Subscription Agreement. I, the undersigned [Chairman/Director] of (the [“Company”]/[“Sponsor”]), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the individuals [each]/[any two] of whom are, and will continue to be, authorized:

Certificate of Incumbency and Authority. Reference is made to the Subscription Agreement, Convertible Note Purchase Agreement between the Investor and the Company dated [●[ ], between the Investor, the Company and the Sponsors 2012 (the “Subscription Convertible Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in the Subscription Convertible Note Purchase Agreement. I, the undersigned undersigned, [Chairman/Director] of (the “[“Company”]/[“SponsorCompany/ Investor]”]), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the individuals persons [each]/[any each] [any two] of whom are, and will continue to be, authorized:

Certificate of Incumbency and Authority. Reference is made to the Subscription Letter Agreement, dated [●], between the Investor, the Company and the Sponsors (the “Subscription Letter Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in the Subscription Letter Agreement. I, the undersigned [Chairman/Director] of (the [“Company”]/[“Sponsor”]), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the individuals [each]/[any two] of whom are, and will continue to be, authorized:

Certificate of Incumbency and Authority. Reference is made to the Subscription Agreement, dated [●], between Securities Purchase Agreement among the Investor, the Company and the Sponsors Full Alliance, dated ________, 2011 (the “Subscription Securities Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in the Subscription Securities Purchase Agreement. I, the undersigned [Chairman/Director] of ____________________ (the [“Company”]/[“SponsorCompany”]), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the individuals persons [each]/[any each] [any two] of whom are, and will continue to be, authorized: