Common use of Secretary’s Certificate Clause in Contracts

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the ArticlesCertificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the ArticlesCertificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company and Nectar shall have delivered to the Purchasers such Purchaser a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the ArticlesCertificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents Documents, the Securities and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to a certificate certifying (i) the Bylaws of the Company, (ii) resolutions adopted by of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated herebyunder the Transaction Agreements, (ii) the Articles, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers stockholders of the Company executing approving the Transaction Documents and any other documents required to be executed or delivered in connection therewithRestated Certificate.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving of the transactions contemplated herebyCompany consistent with Section 2.1(b), (ii) the Articles, (iii) the Bylaws, (iv) the Series A Certificate of Designation, each as in effect at the Closing, and (ivv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the ArticlesCertificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the ArticlesCertificate, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the ArticlesCertificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the ArticlesCertificate, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered deliver to the Purchasers Purchaser, a secretary's ’s certificate, dated as of the each Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the ArticlesCompany’s Articles of Incorporation, (iii) the Bylaws, each as in effect at the such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a secretary's certificate, dated as of the Closing Date, as to certificate certifying (i) the Bylaws of the Company, (ii) resolutions adopted by of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated herebyunder the Transaction Agreements, (ii) the Articles, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers stockholders of the Company executing approving the Transaction Documents and any other documents required to be executed or delivered in connection therewithRestated Certificate.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the ArticlesCertificate, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (ivv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Buyer a secretary's ’s certificate, dated as of the Closing Date, as to certifying attached copies of (iA) the Organizational Documents of the Company (B) the resolutions adopted by of the Company's Board of Directors approving this Agreement and the transactions contemplated hereby, ; and (iiD) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers each authorized officer of the Company executing signing this Agreement and the Transaction Documents and any other documents required to be executed or delivered in connection herewith and therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Purchaser a secretary's certificate, dated as of the Closing Date, certifying as to (iA) the resolutions adopted Resolutions, (B) the Charter, certified as of the Closing Date, by the Board Secretary of Directors approving State of the transactions contemplated hereby, State of Massachusetts and (ii) the Articles, (iiiC) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Initial Purchasers on the Initial Closing Date a secretary's certificate, dated as of the Closing Date, as to certificate certifying (ia) the Charter, (b) the Bylaws, and (c) resolutions adopted by of the Board of Directors approving the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing approving the Transaction Documents Agreements and any other documents required to be executed or delivered in connection therewiththe Transactions contemplated hereby and thereby.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's certificate, dated as of the each Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (ivv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (ivv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, dated as of the applicable Closing Date, as to (i) the resolutions Resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the ArticlesCertificate, (iii) the Bylaws, (iv) a certified copy of the Certificate of Designation, each as in effect at the such Closing, and (ivv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificatecertificate of the Company executed by the Company’s Secretary, dated as of the Closing Date, as attaching and certifying to the truth and correctness of (i1) the Articles of Incorporation, (2) the Bylaws and (3) the resolutions adopted by the Company’s Board of Directors approving in connection with the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithby this Agreement.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) Certificate and the Bylaws, each as in effect at the Closing, and (iviii) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Investors a secretary's certificatecertificate executed by the secretary of the Company, dated as of the Closing Date, as to (i) the resolutions adopted by the Company Board of Directors approving the transactions contemplated hereby, (ii) the Articlesarticles of incorporation (or similar organizational documents) of the Company, as in effect on the Closing Date, (iii) the Bylawsbylaws (or similar governing documents) of the Company, each as in effect at on the ClosingClosing Date, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithDocuments.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) Certificate and the Bylaws, each as in effect at the Closing, and (iviii) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers Investors at the applicable Closing a secretary's certificate, dated certificate certifying: (a) the Company’s Certificate of Incorporation as in effect as of the Closing Date, as to applicable Closing; (ib) the Bylaws of the Company as in effect as of the applicable Closing; (c) resolutions adopted by of the Board of Directors approving this Agreement, the Related Documents and the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, hereby and thereby; and (ivd) the authority and incumbency resolutions of the officers Special Committee of the Company executing Board recommending to the Transaction Board this Agreement, the Related Documents and any other documents required to be executed or delivered in connection therewiththe transactions contemplated hereby and thereby.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Buyer a secretary's ’s certificate, dated as of the Closing Date, certifying as to (i) adoption of the form of resolutions adopted by of the Board of Directors approving of the transactions contemplated herebyCompany consistent with Section 3(b) of this Agreement and in a form reasonably acceptable to such Buyer, (ii) the Articles, Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to Subsequent Purchasers at the Purchasers Final Closing a secretary's certificate, dated as of the Closing Date, as to certificate certifying (i) the Bylaws of the Company, (ii) resolutions adopted by of the Board of Directors the Company approving the transactions contemplated herebyby this Amendment, (ii) the Articles, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers stockholders of the Company executing approving the Transaction Documents Amended and any other documents required to be executed or delivered in connection therewithRestated Charter.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, signed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions adopted by the its Board of Directors approving the transactions contemplated hereby, (ii) the Articlesits charter, (iii) the Bylaws, each as in effect at the ClosingClosing Date, (iii) its bylaws, as in effect at the Closing Date, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a secretary's certificate, dated as of the Closing Date, as to certificate certifying (i) the Restated Certificate; (ii) the Bylaws of the Company, (iii) resolutions adopted by of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated hereby, (ii) under the Articles, (iii) the Bylaws, each as in effect at the ClosingTransaction Agreements, and (iv) the authority and incumbency resolutions of the officers stockholders of the Company executing approving the Transaction Documents and any other documents required to be executed or delivered in connection therewithRestated Certificate.

Secretary’s Certificate. The Company Each Obligor shall have delivered to the Purchasers such Purchaser a secretary's certificatecertificate of its Secretary or Assistant Secretary, dated as of the Closing Date, certifying as to (i) the resolutions adopted by attached thereto and other corporate proceedings relating to the Board authorization, execution and delivery of Directors approving this Agreement, the transactions contemplated herebyNotes and the other Financing Documents to which it is a party, (ii) the Articlesincumbency of the Persons executing and delivering the Financing Documents on behalf of such Obligor, and (iii) the Bylaws, each such Obligor’s organizational documents as then in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewitheffect.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Investor a secretary's certificatecertificate of the Company executed by the Secretary of the Company, dated as of the Closing Date, as to certifying: (i) the resolutions adopted by of the Board of Directors approving the Transaction Documents and the transactions contemplated herebythereby, including those set forth in Annex A, and (ii) the Articlesname, (iii) the Bylawstitle, each as in effect at the Closing, incumbency and (iv) the authority and incumbency signatures of the officers of the Company executing authorized to execute the Transaction Documents and any other documents required to be executed or delivered in connection therewithDocuments.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, dated as of the Closing Date, duly executed by its Secretary or Assistant Secretary or other appropriate officer, certifying that the attached copies of the Company’s Certificate of Incorporation, Certificate of Designations (as to (i) defined below), by-laws and the resolutions adopted by of the Board of Directors or Executive Committee of the Board of Directors approving this Agreement and the transactions contemplated hereby, (ii) the Articlesare all true, (iii) the Bylaws, each as complete and correct and remain unamended and in effect at the Closing, full force and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.effect;

Secretary’s Certificate. The Company shall have delivered deliver to the Purchasers Placement Agent, a secretary's ’s certificate, dated as of the each Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the ArticlesCompany’s Articles of Incorporation, (iii) the Bylaws, each as in effect at the such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Investors a secretary's certificatecertificate of the Secretary of the Company, dated as of the Closing Date, as to certifying: (i) the resolutions adopted adoption by the Company's Board of Directors approving of attached resolutions authorizing, among other things, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated herebyherein, and (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, incumbency and (iv) the authority and incumbency signatures of the officers of the Company executing this Agreement, the Transaction Documents Ancillary Agreements and any the other documents required to be executed or delivered in connection therewithagreements and instruments contemplated herein.

Secretary’s Certificate. The Company and each Subsidiary of the Company shall have delivered to the Purchasers a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the its Board of Directors approving the transactions contemplated hereby, (ii) the Articlesits certificate of incorporation, (iii) the Bylawsits bylaws, each as in effect at the ClosingClosing Date, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Buyer a secretary's certificate, dated as of the Closing Date, certifying as to (i) adoption of the form of resolutions adopted by of the Board of Directors approving of the transactions contemplated herebyCompany consistent with Section 3(b) of this Agreement and in a form reasonably acceptable to such Buyer, (ii) the Articles, Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Investor a secretary's certificate, dated as of the Closing Date, as to (i) duly executed by its Secretary or Assistant Secretary, certifying that the attached copies of the Company’s articles of incorporation, by-laws and the resolutions adopted by of the Board of Directors of the Company approving this Agreement and the transactions contemplated hereby, (ii) the Articlesare all true, (iii) the Bylaws, each as complete and correct and remain unamended and in effect at the Closing, full force and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.effect;

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to Date a certificate certifying (i) the resolutions adopted by the Board Amended and Restated Certificate of Directors approving the transactions contemplated hereby, Incorporation; (ii) the Articles, Amended and Restated Bylaws; and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers Company’s Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated by this Agreement and the issuance of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithSecurities.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Investors a secretary's certificate, certificate executed by the Secretary of the Company dated as each Closing attending, true and correct copies of the Closing Date, as to following documents: (ia) the resolutions adopted by the Company's Board of Directors approving authorizing the transactions contemplated hereby, by this Agreement; and (iib) the Articles, (iii) the Bylaws, each as in effect at the Closing, Amended and (iv) the authority Restated Articles of Incorporation and incumbency Bylaws of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithCompany.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Purchaser a secretary's certificate, dated as of the Closing Date, as certificate executed by its Secretary certifying with respect to (i) a copy of the resolutions adopted by Amended Articles and the Board of Directors approving the transactions contemplated herebyAmended Regulations, (ii) resolutions of the ArticlesBoard authorizing the transactions contemplated by this Agreement and the other Transaction Documents, (iii) copies of all minutes of all meetings (or excerpts thereof) of the Bylaws, each as in effect at shareholders of the Closing, Company approving the Shareholder Proposals and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithmatters.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to Date a certificate certifying (i) the resolutions adopted by the Board Amended and Restated Certificate of Directors approving the transactions contemplated hereby, Incorporation; (ii) the Articles, Amended and Restated Bylaws; and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers Company’s Board of Directors (or an authorized committee thereof) approving this Agreement and the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithtransactions contemplated by this Agreement.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to Date a certificate certifying (i) the Certificate of Incorporation, as amended, including the Certificate of Designations, of the Company; (ii) the Bylaws of the Company; and (iii) resolutions adopted by of the Board of Directors (or an authorized committee thereof) approving this Agreement and the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithby this Agreement.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Purchaser a secretary's ’s certificate, dated as of the Closing Datedate of the Closing, as to (i) the resolutions adopted by of the Board board of Directors approving directors of the transactions contemplated herebyCompany authorizing this Agreement and the issuance of the Shares, (ii) the Articlesabsence of any amendment to Charter or the By-laws after the date of this Agreement, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Buyer a secretary's certificate, dated as of the Closing Date, certifying as to (i) adoption of the form of resolutions adopted by of the Board of Directors approving of the transactions contemplated herebyCompany consistent with Section 3(b) of this Agreement and in a form reasonably acceptable to such Buyer, (ii) the Articles, Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) Articles and the Bylaws, each as in effect at the Closing, and (iviii) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of Purchaser at the Closing Date, as to a certificate certifying (i) the Bylaws of the Company, (ii) resolutions adopted by of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated herebyunder the Transaction Agreements, (ii) the Articles, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers stockholders of the Company executing approving the Transaction Documents and any other documents required to be executed or delivered in connection therewithRestated Certificate.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to a certificate certifying (i) the Bylaws of the Company, (ii) resolutions adopted by of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated herebyunder the Transaction Agreements, (ii) the Articles, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers stockholders of the Company executing approving the Transaction Documents Restated Certificate and any other documents required to be executed or delivered in connection therewiththe issuance of the Shares.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the ArticlesCompany’s Certificate of Incorporation, (iii) the Bylaws, each as in effect at the such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificatecertificate of the Company executed by the Company’s Secretary (or other appropriate officer), dated as of the Closing Date, as attaching and certifying to the truth and correctness of (i) the Certificate of Incorporation, (ii) the Bylaws and (iii) the resolutions adopted by the Company’s Board of Directors approving in connection with the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithby this Agreement.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a secretary's certificate, dated as of the Closing Date, as to certificate certifying (i) the resolutions adopted by Bylaws of the Board of Directors approving the transactions contemplated herebyCompany, (ii) resolutions of the ArticlesBoard approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers stockholders of the Company executing approving the Transaction Documents and any other documents required to be executed or delivered in connection therewithRestated Certificate.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a secretary's certificate, dated as of the Closing Date, as to certificate certifying (i) the resolutions adopted by Restated Certificate and the Board Bylaws of Directors approving the transactions contemplated herebyCompany as of the Initial Closing, (ii) resolutions of the ArticlesBoard approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers stockholders of the Company executing approving the Transaction Documents and any other documents required to be executed or delivered in connection therewithRestated Certificate.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the ArticlesCertificate, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (ivv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's ’s certificate, dated as of the each Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the ArticlesCertificate, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company and each Subsidiary of the Company shall have delivered to the Purchasers a secretary's ’s certificate, dated as of the applicable Closing Date, as to (i) the resolutions adopted by the its Board of Directors approving the transactions contemplated hereby, (ii) the Articlesits certificate of incorporation, (iii) the Bylawsits bylaws, each as in effect at the Closingsuch Closing Date, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at such Closing a secretary's certificate, dated as of the Closing Date, as to certificate certifying (i) the Bylaws of the Company, and (ii) resolutions adopted by of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing under the Transaction Documents and any other documents required Agreements, including the transactions contemplated to be executed or delivered in connection therewithoccur at such Closing.

Secretary’s Certificate. The Company shall have delivered to a certificate executed by the Purchasers a secretary's certificate, Secretary or Assistant Secretary of the Company dated as of the Closing Date, as certifying to the following matters: (i) the resolutions adopted by the Board of Directors approving relating to the transactions contemplated herebyby this Agreement, (ii) the ArticlesCompany's certificate of incorporation as of the Closing , including the Series B Designation, as certified by the Delaware Secretary of State, (iii) the Bylaws, each as in effect at Bylaws of the Closing, Company; and (iv) the authority and incumbency of the officers of the Company executing authorized to execute the Transaction Documents and any other documents required to be executed or delivered in connection therewithFinancing Agreements.

Secretary’s Certificate. The Company shall have delivered deliver to the Purchasers Investor a secretary's certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3.2 as adopted by the Company’s Board of Directors approving the transactions contemplated herebyDirectors, (ii) the Articles, Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of Purchaser at the Closing Date, as to a certificate certifying (i) the Bylaws of the Company, (ii) resolutions adopted by of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated herebyunder the Transaction Agreements, (ii) the Articles, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers stockholders of the Company executing approving the Transaction Documents and any other documents required to be executed or delivered in connection therewithCharter Amendment.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Subscribers a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the ArticlesCompany’s Certificate of Incorporation, (iii) the Bylaws, each as in effect at the such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, dated as of the each Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the ArticlesCertificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to Date a certificate certifying (i) the resolutions adopted by Restated Certificate, as amended, of the Board of Directors approving the transactions contemplated hereby, Company; (ii) the Articles, Bylaws of the Company; (iii) resolutions of the Bylaws, each as in effect at Board (or an authorized committee thereof) approving this Agreement and the Closing, and transactions contemplated by this Agreement; (iv) the authority and incumbency resolutions of the officers Board (or an authorized committee thereof) approving the Merger Agreement and the transactions contemplated by the Merger Agreement; and (v) a Certificate of Good Standing of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithCompany.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to Date a certificate certifying (i) the Amended and Restated Certificate of Incorporation; (ii) the Amended and Restated Bylaws; and (iii) resolutions adopted by of the Board of Directors (or an authorized committee thereof) approving this Agreement and the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithby this Agreement.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a secretary's certificate, dated as of the Closing Date, as to attaching and certifying (i) the resolutions adopted by Organizational Documents of the Board of Directors approving the transactions contemplated herebyCompany, (ii) the Articlesauthorizing resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated by the Transaction Agreements, and (iii) the Bylaws, each as in effect at the Closing, incumbency and (iv) the authority and incumbency signatures of the officers Persons signing the Transaction Agreements on behalf of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithCompany.

Secretary’s Certificate. The Company shall have delivered to the Purchasers ----------------------- Purchaser a secretary's certificate, certificate executed by the Secretary of the Company dated as of the Closing DateClosing, as to certifying the following matters: (ia) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, by this Agreement; (iib) Certificate of Incorporation of the Articles, Company; (iiic) Bylaws of the Bylaws, each as in effect at the Closing, and Company; (ivd) the authority and incumbency of the those officers of the Company executing signing the Transaction Documents various agreements; and any (e) such other documents required to be executed or delivered in connection therewithmatters as the Purchaser may reasonably request.

Secretary’s Certificate. The Company shall have delivered to each Purchaser a certificate of the Purchasers a secretary's certificateSecretary of the Company, dated as of the Closing Date, as to (ia) certifying the resolutions adopted by the Board board of Directors directors of the Company or a duly authorized committee thereof approving the transactions contemplated herebyby this Agreement and the other Transaction Documents and the issuance of the Shares, (iib) certifying the Articlescurrent versions of the certificate or articles of incorporation, (iii) the Bylaws, each as in effect at the Closingamended, and (iv) the authority and incumbency of the officers by-laws of the Company executing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and any other related documents required to be executed or delivered in connection therewithon behalf of the Company.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (ivv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to a certificate certifying (i) the Bylaws of the Company, (ii) resolutions adopted by of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated herebyunder the Transaction Agreements, (ii) the Articles, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers stockholders of the Company executing approving the Transaction Documents and any other documents required to be executed or delivered in connection therewithSecond Restated Certificate.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to a certificate certifying (i) the resolutions adopted by Certificate of Incorporation and Bylaws of the Board of Directors approving the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each Company as in effect at the Closing, and (ivii) the authority and incumbency resolutions of the officers Board of Directors of the Company executing approving the Transaction Documents Agreements and any other documents required to be executed or delivered in connection therewiththe transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the ArticlesCertificate, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to Date a certificate certifying (i) the Restated Certificate of Incorporation, as amended, of the Company; (ii) the Restated Bylaws, as amended, of the Company; and (iii) resolutions adopted by of the Board of Directors approving this Agreement and the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithby this Agreement.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Purchaser a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the ArticlesCertificate, (iii) the Bylaws, each as in effect at the such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered deliver to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to a certificate certifying (i) the constating documents of the company, (ii) the Bylaws of the Company, (iii) resolutions adopted by of the Board of Directors approving the Agreements and the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closinghereby and thereby, and (iv) the authority and incumbency resolutions of the officers shareholders of Company approving the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.Articles of Amendment

Secretary’s Certificate. The secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to a certificate certifying (i) the Bylaws, (ii) resolutions adopted by of the Board of Directors approving the Transaction Agreements and the transactions contemplated herebyunder the Transaction Agreements, (ii) the Articles, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers of Stockholders approving the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithRestated Certificate.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's ’s certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iviii) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's ’s certificate, dated as of the each Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to Date a certificate certifying (i) the resolutions adopted by Certificate of Incorporation, as amended, of the Board of Directors approving the transactions contemplated hereby, Company; (ii) the Articles, Bylaws of the Company; and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers Company’s Board of Directors (or an authorized committee thereof) approving this Agreement and the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithtransactions contemplated by this Agreement.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Purchaser a secretary's certificatecertificate of the Company executed by the Company’s Secretary (or other appropriate officer), dated as of the Closing Date, as attaching and certifying to the truth and correctness of (i) the Articles of Incorporation, (ii) the Bylaws (iii) the resolutions adopted by the Company’s Board of Directors approving in connection with the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, by this Agreement and (iv) the authority and incumbency Certificate of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithDesignation.

Secretary’s Certificate. The Company shall have delivered to a certificate of the Purchasers a secretary's certificateSecretary of the Company, dated as of the Closing Date, certifying as to (i) the resolutions adopted by incumbency of officers of the Board of Directors approving the transactions contemplated herebyCompany executing documents executed and delivered in connection herewith, (ii) the Articles, (iii) copies of the BylawsCertificate of Incorporation and By-Laws, each as in effect at from the Closing, date of this Agreement until the Closing Date and (iviii) the authority and incumbency a copy of the officers votes of the Company executing Board authorizing and approving the Transaction Documents and any other documents required to be executed or delivered in connection therewithapplicable matters contemplated hereunder.

Secretary’s Certificate. The Company shall have delivered to Buyer a certificate of the Purchasers a secretary's certificateSecretary of the Company, dated as of the Closing Date, certifying as to (i) the resolutions adopted by incumbency of officers of the Board of Directors approving the transactions contemplated herebyCompany executing documents executed and delivered in connection herewith, (ii) the Articles, (iii) copies of the Certificate of Incorporation and Bylaws, each as in effect at from the Closing, date of this Agreement until the Closing Date and (iviii) the authority and incumbency a copy of the officers resolutions of the Company executing Board and the Transaction Documents Stockholders authorizing and any other documents required to be executed or delivered in connection therewithapproving the applicable matters contemplated hereunder.

Secretary’s Certificate. The Company Each of the Transaction Entities shall have delivered to the Purchasers such Purchaser a secretary's certificatecertificate of its Secretary, dated as of the Closing Date, certifying as to (i) the resolutions adopted by attached thereto and other corporate proceedings relating to the Board authorization, execution and delivery of Directors approving the transactions contemplated hereby, Note Documents to which it is a party and (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other Entity’s organizational documents required to be executed or delivered as then in connection therewitheffect.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Purchaser a secretary's certificate, dated as of the Closing DateDate and signed by its Secretary, as to (ia) certifying the resolutions adopted by the Board board of Directors directors of the Company or a duly authorized committee thereof approving the transactions contemplated herebyby this Agreement and the other Transaction Documents and the issuance of the Shares, (iib) certifying the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency current versions of the officers certificate or articles of incorporation and by-laws of the Company executing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and any other related documents required to be executed or delivered in connection therewithon behalf of the Company.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) Articles and the Bylaws, each as in effect at the Closing, and (iviii) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's certificate, dated as of the each Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) the Bylaws, (iv) the Certificate of Designations, each as in effect at the such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company ----------------------- shall have delivered execute and deliver to the Purchasers Purchaser a secretary's certificate, dated as of the Closing Date, as to (i) that the resolutions adopted necessary corporate action by the Board of Directors approving and the Shareholders of the Company has been taken to authorize this Agreement and the other transactions contemplated herebyand agreements provided for herein, (ii) and setting forth copies of such approvals and copies of the Articles, (iii) the BylawsCompany's Articles of Incorporation and By- laws, each as in effect at the Closing, and (iv) the authority and incumbency as of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithsuch date.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of at the Closing Date, as to Date a certificate certifying (i) the Certificate of Incorporation, as amended, including the Certificate of Designation, of the Company; (ii) the Bylaws of the Company; and (iii) resolutions adopted by of the Board of Directors (or an authorized committee thereof) approving this Agreement and the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithby this Agreement.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Purchaser a secretary's ’s certificate, dated as of the Closing Date, certifying as to (iA) the resolutions adopted Resolutions, (B) the Charter, certified as of the Closing Date, by the Board Secretary of Directors approving State of the transactions contemplated hereby, State of Massachusetts and (ii) the Articles, (iiiC) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers such Purchaser a secretary's ’s certificate, dated as of the each Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated herebyResolutions, (ii) the Articles, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers ----------------------- Purchaser's special counsel a secretary's certificatecertificate executed by the Secretary of the Company, dated as of the Closing DateClosing, as to certifying the following matters: (i) the resolutions Resolutions adopted by the Company's Board of Directors approving and Shareholders relating to the transactions contemplated hereby, by this Agreement; (ii) Bylaws of the Articles, Company; and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithCompany.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of Purchaser at the Closing Date, as to a certificate certifying (i) the Organizational Documents of the Company, (ii) resolutions adopted by of the Board of Directors approving the Transaction Agreements and the transactions contemplated herebyunder the Transaction Agreements (including the Charter Amendment), (ii) the Articles, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency certificate of the officers inspector of election regarding the results of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithShareholders Meeting.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Purchaser a secretary's certificate, dated as of the Closing Date, certifying as to (iA) the resolutions adopted Resolutions, (B) the Charter, certified as of the Closing Date, by the Board Secretary of Directors approving State of the transactions contemplated hereby, State of Delaware and (ii) the Articles, (iiiC) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Company shall have delivered to the Purchasers a secretary's certificate, dated as of the each Closing Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the such Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of Purchaser at the Closing Date, as to a certificate certifying (i) the Bylaws of the Company, (ii) resolutions adopted by of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated herebyunder the Transaction Agreements, (ii) the Articles, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers shareholders of the Company executing approving the Transaction Documents and any other documents required to be executed or delivered in connection therewithRestated Articles.

Secretary’s Certificate. The Company Purchasers shall have delivered to received a certificate of the Purchasers a secretary's certificate, Company dated as the date of the Closing Date, as to and signed by the Secretary of the Company certifying that attached thereto are copies of (i) the Charter, (ii) the By-Laws and (iii) resolutions adopted by the Board of Directors approving and/or the transactions contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency of the officers stockholders of the Company executing authorizing the Transaction Documents execution, delivery and performance of the Loan Agreements and any other documents required to be document or instrument executed or delivered in connection therewith, and the issuance, sale and delivery of the Securities.

Secretary’s Certificate. The Company shall have delivered to the Purchasers Buyer a certificate of its company secretary's certificate, dated as of the Closing Date, as to Date and certifying: (i) that correct and complete copies of the resolutions adopted by Company’s memorandum and articles of association are attached to the certificate; and (ii) that correct and complete copies of each resolution of the Board of Directors approving this Agreement and authorizing the transactions contemplated hereby, (ii) execution of this Agreement and the Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency consummation of the officers of Contemplated Transactions are attached to the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewithcertificate.

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers a secretary's certificate, dated as of Purchaser at the Closing Date, as to a certificate certifying (i) the Bylaws of the Company, (ii) resolutions adopted by of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated herebyunder the Transaction Agreements, (ii) the Articles, and (iii) the Bylaws, each as in effect at the Closing, and (iv) the authority and incumbency resolutions of the officers stockholders of Company approving the Company executing Restated Articles and the Transaction Documents and any other documents required to be executed or delivered in connection therewith.Series A Certificate of Designation