EXHIBIT 99.4
EXHIBIT D
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FORM OF OFFICER'S CERTIFICATE
DONINI, INC.
OFFICER'S CERTIFICATE
I, Xxxxx Xxxxx, President of Donini, Inc. (the "Company") DO HEREBY CERTIFY
as follows:
a. Attached hereto as Annex 1 is a true, correct and complete copy of the
Certificate of Incorporation of the Company in effect on the date
hereof. No amendment or other Agreement relating to or affecting the
Certificate of Incorporation has been filed in the office of the
Secretary of State of the State of New Jersey after the last date of
any Agreement included therein, and no such action has been taken by
the Company or officers, directors or shareholders of the Company to
effect or authorize any further amendment thereto.
b. Attached hereto as Annex 2 is a true, correct and complete copy of the
Bylaws of the Company, amended and in effect on the date hereof, and
such Bylaws, as amended, have been in full force and effect at all
times since adoption, through the date hereof.
c. Attached hereto as Annex 3 are true, correct and complete copies of
those resolutions adopted by the Board of Directors of the Company;
said resolutions have not been amended, rescinded or modified since
their adoption and remain in full force and effect as of the date
hereof, and said resolutions are the only resolutions adopted by the
Board of Directors of the Company, or any committee thereof, relating
in any way to the Exchange Agreement dated as of October 1, 2004,
between the Company and the Purchaser (the "Purchase Agreement").
d. As of the date hereof, no Event of Default has occurred and been
continuing.
e. The representations and warranties of the Company contained in each
Transaction Agreement are true and correct on and as of the date
hereof as if made on and as of such date and the Company has performed
and complied with all covenants and agreements required by the
Transaction Agreements to be performed or complied with at or prior to
the date hereof.
f. The Company has performed and complied with all conditions required by
the Transaction Agreements to be performed and complied with by it
prior to the date hereof.
g. The following persons are on the date hereof duly qualified and acting
officers of the Company, duly elected or appointed to the offices set
forth beside
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their respective names and signatures, and each such person who, as an
officer of the Company, signed the Purchase Agreement, any of the
other Transaction Agreements or any other Agreement delivered before
or on the date hereof in connection with such agreements and
Agreements and the transactions contemplated therein was, at the
respective times of such signing and delivery, and is now duly elected
or appointed, qualified and acting as such officers, and the
signatures of such persons appearing on such Agreements are their
genuine signatures.
Name Position Signature
---- -------- ---------
Xxxxx Xxxxx President ___________________________
Xxxxxxxxx Xxxxxxxxx Secretary ___________________________
All terms not otherwise defined herein shall have the respective meanings
set forth in the Purchase Agreement.
[Signature page follows]
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IN WITNESS WHEREOF, the undersigned has caused this instrument to be duly
executed.
Dated: October 1, 2004
DONINI, INC.
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: President
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