Common use of Secretary’s Certificate Clause in Contracts

Secretary’s Certificate. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation Charter is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is and the Bylaws are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company At each of the Closing Date, the Placement Agent shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that the Amended and Restated Certificate of Incorporation Charter 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 contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies 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 executive officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. The Company On the Closing Date and/or the Option Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the such Closing Date, certifying certifying: (i) that the Amended Company’s memorandum and Restated Certificate articles of Incorporation association attached to such certificate 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 contemplated by this Agreement attached to such certificate are in full force and effect and have not been modified, ; and (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the executive officers good standing of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing DateDate and any settlement date, as applicable, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation is Association are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company At the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that each of the Amended Charter and Restated Certificate of Incorporation 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 contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies 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 executive officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing DateDate and any settlement date, as applicable, certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation is Association are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the CompanyCompany (or the Chairman of the Company if there is no Secretary or Assistant Secretary at such time), dated the Closing DateDate and any settlement date, as applicable, certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended bylaws and Restated Certificate amended and restated certificate of Incorporation is incorporation of the Company are true and complete, has have not been modified and is are in full force and effect, effect and (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation is Association are true and complete, has have not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary Chief Executive Officer of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation is Association are true and complete, has have not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company On the Closing Date and/or the Option Closing Date, the Representatives shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the such Closing Date, certifying certifying: (i) that the Amended Company’s memorandum and Restated Certificate articles of Incorporation association attached to such certificate 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 contemplated by this Agreement attached to such certificate are in full force and effect and have not been modified, ; and (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the executive officers good standing of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing DateDate and any settlement date, as applicable, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary Chief Executive Officer of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company Representatives shall have furnished to received on and as of the Representative Closing Date or the Additional Closing Date, as the case may be, a certificate signed by of the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation Charter is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary, Assistant Secretary or Assistant Secretary an executive officer of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended bylaws and Restated Certificate certificate of Incorporation is incorporation of the Company are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing DateDate and any settlement date, as applicable, certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the CompanyCompany (or the Chairman of the Company if there is no Secretary or Assistant Secretary at such time), dated the Closing DateDate and any settlement date, as applicable, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation is Association are true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended bylaws and Restated Certificate certificate of Incorporation is incorporation of the Company are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date and the Option Closing Date, as applicable, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended Memorandum and Restated Certificate Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation Charter is true and complete, has not been modified and is in full force and effect, ; (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies of all correspondence between the Company or its counsel and the Commission, ; 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is and bylaws are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date and the Option Closing Date, as applicable, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company On the Closing Date and/or the Option Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the such Closing Date, certifying certifying: (i) that the Amended Company’s memorandum and Restated Certificate articles of Incorporation association attached to such certificate 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 contemplated by this Agreement attached to such certificate are in full force and effect and have not been modified, ; and (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the executive officers good standing of the Company. The documents referred to in such certificate shall be attached to such certificate.. The form of Secretary’s Certificate is attached hereto as Exhibit C.

Secretary’s Certificate. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended bylaws and Restated Certificate amended and restated certificate of Incorporation is incorporation of the Company are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company On the Closing Date and/or the Option Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the such Closing Date, certifying certifying: (i) that the Amended Company’s memorandum and Restated Certificate articles of Incorporation association attached to such certificate 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 contemplated by this Agreement attached to such certificate are in full force and effect and have not been modified, ; and (iii) copies of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the executive officers good standing of the Company. The documents referred to in such certificate shall be attached to such certificate.. The form of Secretary’s Certificate is attached hereto as Exhibit F.

Secretary’s Certificate. The Company At the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that the Amended and Restated Certificate of Incorporation Charter 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 contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies 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 executive officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

Secretary’s Certificate. The Company shall have furnished to the Representative Underwriters a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing DateDate and each settlement date, if applicable, certifying (i) that each of the Amended and Restated Certificate of Incorporation and the by-laws is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is Charter Documents are true and complete, has have not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Chief Executive Officer, Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is and the Bylaws are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Chief Executive Officer or Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended amended and Restated Certificate restated memorandum and articles of Incorporation is association of the Company are true and complete, has have not been modified and is are in full force and effect, effect and (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended amended and Restated Certificate restated memorandum and articles of Incorporation is association of the Company are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date and the Option Closing Date, as applicable, certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date and the Option Closing Date, as applicable, certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation Charter is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary, Assistant Secretary or Assistant Secretary executive officer of the Company, dated the Closing Date and the Option Closing Date, as applicable, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is and the Bylaws are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary the Chief Executive Officer of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company At the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that the Amended and Restated Certificate of Incorporation is true and completecomplete copies of each of the Charter and Bylaws have been provided, 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 contemplated by this Agreement are in full force and effect and have not been modified, ; and (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation and Bylaws is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Underwriter a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date and the Option Closing Date, as applicable, certifying (i) that the Second Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is true and complete, has have not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative Underwriters a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation Association is true and complete, has not been modified and is in full force and effect, ; (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies of all correspondence between the Company or its counsel and the Commission, ; 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. The Company At the Closing Date, the Representatives shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that the Amended and Restated Certificate of Incorporation Charter 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 contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies the good standing of all correspondence between the Company or its counsel and the Commission, Company; 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. The Company At the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying on behalf of the Company and not in an individual capacity: (i) that the Amended and Restated Certificate of Incorporation Charter 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 contemplated by this Agreement are in full force and effect and have not been modified, ; and (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation Charter is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the ​ Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended Bylaws and Restated Certificate of Incorporation is the Charter are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the CommissionCommission and the Nasdaq Stock Market LLC, 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. The Company At the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that the Amended and Restated Certificate of 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) copies of all correspondence between the Company or its counsel and the Commission, ; 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. The Company As of the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Daterespectively, certifying certifying: (i) that the Amended and Restated Certificate of Incorporation is and Bylaws of the Company are true and complete, has have not been modified and is are in full force and effect, ; (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies of all correspondence between the Company or its counsel and the Commission, ; 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.. EarlyBirdCapital, Inc. May 9, 2011

Secretary’s Certificate. The Company shall have furnished to the Representative Representatives a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation is Association are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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.certificate.(j)

Secretary’s Certificate. The Company At each of the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that each of the Amended Charter and Restated Certificate of Incorporation 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 contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies the good standing of all correspondence between the Company or and its counsel and the Commission, subsidiaries; 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. The Company As of the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Daterespectively, certifying certifying: (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation is Association of the Company are true and complete, has have not been modified and is are in full force and effect, ; (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies of all correspondence between the Company or its counsel and the Commission, ; 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. The Company As of the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Daterespectively, certifying certifying: (i) that the Amended and Restated Certificate of Incorporation is and Bylaws of the Company are true and complete, has have not been modified and is are in full force and effect, ; (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies of all correspondence between the Company or its counsel and the Commission, ; 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. The On the date hereof, the Company shall have furnished furnish to the Representative Agent a certificate signed by from the Secretary or Assistant Secretary Company’s corporate secretary, dated as of the Companydate hereof and addressed to the Agent, dated the Closing Date, certifying certifying: (i) that each of the Amended Charter and Restated Certificate of Incorporation 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 contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies the good standing of all correspondence between the Company or its counsel and the Commission, Company; 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. The Company shall have furnished delivered to each Purchaser a certificate, dated as of the Representative a certificate date of each closing, signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, Company certifying (i) that the Amended and Restated Certificate Articles of Incorporation is and Amended and Restated Bylaws of the Company are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to of the Offering contemplated by Board of Directors approving this Agreement and the transactions contemplated hereby, including the sale and issuance of the Notes, are in full force and effect and have not been modified, and (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company As of the Closing Date, the Representatives shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Daterespectively, certifying certifying: (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation is Association of the Company are true and complete, has have not been modified and is are in full force and effect, ; (ii) that the resolutions relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies of all correspondence between the Company or its counsel and the Commission, ; 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.. Xxxxx Xxxxxx, Carret & Co, LLC, et al ________, __ 2008

Secretary’s Certificate. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended bylaws and Restated Certificate amended and restated certificate of Incorporation is incorporation of the Company are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company As of the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Daterespectively, certifying certifying: (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation is Association of the Company are true and complete, has have not been modified and is are in full force and effect, ; (ii) that the resolutions relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies of all correspondence between the Company or its counsel and the Commission, ; 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. The Company At of the Closing Date the Placement Agent shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that each of the Amended Charter and Restated Certificate of Incorporation 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 contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies the good standing of all correspondence between the Company or and its counsel and the Commission, subsidiaries; 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.. Progressive Care Inc.

Secretary’s Certificate. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended amended and Restated Certificate restated memorandum and articles of Incorporation is association of the Company are true and complete, has have not been modified and is are in full force and effect, (ii) that the resolutions relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, Commission 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary Chief Executive Officer of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation is and Bylaws are true and complete, has have not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that each of the Amended and Restated Certificate of Incorporation and by-laws of the Company is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company As of the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that each of the Amended Charter and Restated Certificate of Incorporation 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 contemplated by this Agreement are in full force and effect and have not been modified, ; and (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company On the Closing Date and/or the Option Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the such Closing Date, certifying certifying: (i) that the Amended Company’s memorandum and Restated Certificate articles of Incorporation association attached to such certificate 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 contemplated by this Agreement attached to such certificate are in full force and effect and have not been modified, ; and (iii) copies the good standing of all correspondence between the Company or its counsel and the Commission, and (iv) as to the incumbency of the executive officers of the Companyeach subsidiary. The documents referred to in such certificate shall be attached to such certificate.. The form of Secretary’s Certificate is attached hereto as Exhibit F.

Secretary’s Certificate. The Company At each of the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that each of the Amended Charter and Restated Certificate of Incorporation 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 contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies the good standing of all correspondence between the Company or and its counsel and the Commission, U.S. subsidiaries; 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. The Company At the Closing Date the Representatives shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that the Amended and Restated Certificate of Incorporation is and Bylaws of the Company are true and complete, has have not been modified and is are in full force and effect, ; (ii) that the resolutions relating to the Offering and the Private Placement contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) copies of all correspondence between the Company or its counsel and the Commission, ; 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying (i) that the Amended and Restated Certificate of Incorporation of the Company is true and complete, has not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, (iv) all correspondence between the Company or its counsel and the NASDAQ Capital Market, and (ivv) 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. The Company shall have furnished to the Representative a certificate signed by the Secretary or Assistant Secretary Co-Chief Executive Officer of the Company, dated the First Closing Date and each Option Closing Date, certifying (i) that the Amended and Restated Certificate Memorandum and Articles of Incorporation is Association are true and complete, has have not been modified and is in full force and effect, (ii) that the resolutions relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the Commission, 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. The Company At the Closing Date, the Representative shall have furnished to the Representative received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying certifying: (i) that each of the Amended Charter and Restated Certificate of Incorporation 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 contemplated by this Agreement are in full force and effect and have not been modified, ; and (iii) copies of all correspondence between the Company or its counsel and the Commission, 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.