Common use of Secretary’s Certificate Clause in Contracts

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

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

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

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

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

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

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

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

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

Secretary’s Certificate. At each of the Closing Date and the Option Date, if any, The Company shall have furnished to the Representative shall have received a certificate of the Company 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 Date or the Option Dateand any settlement date, as the case may be, respectivelyapplicable, certifying (i) that the Bylaws Amended and Restated Certificate of Incorporation of the Company are is true and complete, have has not been modified and are is in full force and effect, (ii) that the resolutions relating to the public offering 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

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

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

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

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

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

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

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

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

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

Secretary’s Certificate. At each of the Closing Date and the Option Date, if any, The Company shall have furnished to the Representative shall have received a certificate of the Company 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 Date or the Option Dateand any settlement date, as the case may be, respectivelyapplicable, certifying (i) that the Bylaws Amended and Certificate Restated Memorandum and Articles of Incorporation of the Company Association are true and complete, have has not been modified and are is in full force and effect, (ii) that the resolutions relating to the public offering 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Secretary’s Certificate. At each of the Closing Date and the Option Date, if any, The Company shall have furnished to the Representative shall have received a certificate of the Company 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 Date or the Option Dateand any settlement date, as the case may be, respectivelyapplicable, certifying (i) that the Bylaws Amended and Certificate Restated Memorandum and Articles of Incorporation of the Company Association are true and complete, have not been modified and are is in full force and effect, (ii) that the resolutions relating to the public offering 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

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

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

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

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

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

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

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

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

Secretary’s Certificate. At each of the Closing Date and the Option Date, if any, The Company shall have furnished to the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company (or if the Company has not appointed a Secretary or Assistant Secretary, the Chief Financial Officer of the Company), dated the First Closing Date or the and each Option Closing Date, as the case may be, respectively, certifying (i) that the Bylaws Amended and Restated Certificate of Incorporation of the Company are is true and complete, have has not been modified and are is in full force and effect, (ii) that the resolutions relating to the public offering 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

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

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

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

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

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

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

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

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

Secretary’s Certificate. At each of the Closing Date and the Option Date, if any, The Company shall have furnished to the Representative shall have received a certificate of the Company 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 Date or the Option Dateand any settlement date, as the case may be, respectivelyapplicable, certifying (i) that the Bylaws Amended and Certificate Restated Memorandum and Articles of Incorporation of the Company Association are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offering 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

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

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

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

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

Secretary’s Certificate. At each of the Closing Date and the each Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws Amended and Certificate Restated Memorandum and Articles of Incorporation Association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. _________ __, 2008

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

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws By-Laws and Second Amended and Restated Certificate of Incorporation of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) as to the Maxim Group LLC , 2007 Page 33 of 45 incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

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

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

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

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

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

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws By-Laws and Certificate Amended and Restated Memorandum and Articles of Incorporation Association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. , 2008

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Bylaws and Certificate of Incorporation Incorporation, as amended, of the Company are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) all correspondence between the Company or its counsel and the Commission, (iv) all correspondence between the Company or its counsel and the NASD concerning inclusion of the Securities on the Nasdaq National Market or SmallCap, and (ivv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

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

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

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

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

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

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

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws By-Laws and Certificate Amended and Restated Memorandum and Articles of Incorporation Association of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. March [ ], 2008

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

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws By-Laws and Certificate of Incorporation of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offering contemplated by this Agreement Offering are in full force and effect and have not been modified, ; (iii) all correspondence between the Company or its counsel and the Commission, ; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.. , 2006

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

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

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

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

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

Secretary’s Certificate. At each of the Closing Date and the Option Date, if any, the Representative The Company shall have received furnished to the Representatives a certificate of the Company 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 Date or the Option Dateand any settlement date, as the case may be, respectivelyapplicable, certifying (i) that the Bylaws Amended and Restated Certificate of Incorporation of the Company are is true and complete, have has not been modified and are is in full force and effect, (ii) that the resolutions relating to the public offering 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

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

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

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

Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chief Executive Officer, Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying certifying: (i) that the Bylaws amended and Certificate restated certificate of Incorporation incorporation of the Company are true and complete, have not been modified and are in full force and effect, ; (ii) that the resolutions relating to the public offering contemplated by this Agreement Offering 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 officers of the Company. The documents referred to in such certificate shall be attached to such certificate.