Certificate as to Resolutions

This Certificate as to Resolutions sets forth true and complete resolutions adopted by a company's Board of Directors and Shareholders. Typically this type of Certificate is provided by a Company to investors prior to the closing of a preferred financing, whereby the company certifies that certain corporate government actions have been completed. The resolutions are attached as exhibits and often include those that relate to the authorization and issuance of preferred stock, conversion of stock and execution and delivery of the preferred stock. It also sets forth the date of any Purchase Agreements related to these transactions. This Certificate must be signed by the Secretary or Assistant Secretary (or other officer) of the corporation. (continued ...)