Common use of Secretary’s Certificate Clause in Contracts

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws by-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date Date, and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the New York Stock Exchange and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Certificate of the Charter and Bylaws Incorporation is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (ia) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (iib) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iiic) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (d) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary Chief Financial Officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; modified or rescinded, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors and any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the each Option Closing Date, as the case may be, respectivelyapplicable, certifying: (i) that each of the Charter and the Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors and/or any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel Company Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws bye-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter Company’s Articles and Bylaws Notice of Articles is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the each Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws By-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Document are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors or any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate items (i) and (ii) above shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NASDAQ and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in items (i) and (ii) of such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws Document is true and complete, has not been modified and is in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the any Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws Documents is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all written correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Company’s articles of the Charter and Bylaws association is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may be, respectivelyapplicable, certifying: (i) that each of the Charter and the Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors and/or any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel Company Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the Certificate of the Charter and Bylaws is true and complete, Incorporation has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws By-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary Chief Financial Officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors or any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel agents and the CommissionCommission for the past five years; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq, and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the applicable Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Organizational Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel Company Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s 's Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and the Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its their counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or their counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary Chief Financial Officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and NYSE and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or acting Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Document are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, Company dated the Closing Date or the Option Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may be, respectivelyapplicable, certifying: (i) that each of the Charter certificate of incorporation and Bylaws the bylaws of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel Company Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws Document is true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated as of the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws by-laws is true and complete, has not been modified modified, and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the applicable Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Organizational Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its their counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or their counsel and Nasdaq and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary an authorized officer of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter Memorandum of Association and Bylaws Articles of Association is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the CommissionCommission relating to the Registration Statement and Prospectus; and (iv) as to the incumbency of the executive officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all written correspondence between the Company or its counsel and the CommissionCommission relating to the Registration Statement, the Pricing Disclosure Package and the Prospectus; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and NASDAQ; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NASDAQ and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the CommissionCommission during the three (3) years preceding the date of this Agreement; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or the Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws by-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws by-laws of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors and any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received receive a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws Governing Documents is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the CommissionCommission related to the Registration Statement; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and , (iv) as to the incumbency accuracy and completeness of all correspondence between the officers of Company or its counsel and the Company. The documents referred to in such certificate shall be attached to such certificate.NYSE and

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws By-laws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s 's Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE American and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, Date (if any), the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the such Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter Company’s certificate of incorporation and Bylaws by-laws, each as amended, is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws Constitution is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each the C of the Charter and Bylaws I is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Underwriting Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; (iv) as to the form of specimen certificate of the Common Stock; and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: certifying (i) that each of the Charter and Bylaws is Documents are true and complete, has have not been modified and is are in full force and effect; , (ii) that the resolutions of the Company’s Board of Directors relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified; , (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; , (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the NYSE American and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by of the Secretary of the Company, or such corporate officer equivalent, dated as of the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter Articles and Bylaws (and the charter, by-laws or other organizational documents of any Subsidiary) is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s 's Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of On the Closing Date and the Option Additional Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option and Additional Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors and any committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence correspondences between the Company or its counsel Company’s Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the CommissionCommission relating to the Offering; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifyingcertifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors or any financing committee thereof relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the CommissionCommission related to the Offering; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel Company Counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is Organizational Documents are true and complete, has have not been modified and is are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.