Certificate as to Adjustments. Within a reasonable time following each adjustment of the Exercise Price, Class and/or number of Shares pursuant to the terms of this Warrant, the Company at its expense shall deliver a certificate of its [[Organization C:Organization]] or other authorized officer to Holder setting forth the adjustments to the Exercise Price, Class and/or number of Shares and the facts upon which such adjustments are based. The Company shall, at any time and from time to time within a reasonable time following Holder’s written request and at the Company’s expense, furnish Holder with a certificate of its [[Organization C:Organization]] or other authorized officer setting forth the then-current Exercise Price, Class and number of Shares and the computations or other determinations thereof.

Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series C Conversion Price pursuant to this Section 5, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than fifteen (15) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series C Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Series C Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any Holder of Series C Preferred Stock (but in any event not later than five (5) days thereafter), furnish or cause to be furnished to such Holder a certificate setting forth # the Series C Conversion Price then in effect (reflecting all adjustments and readjustments pursuant to this Section 5), and # the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of Series C Preferred Stock.

Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Common Stock and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer or other senior executive officer of the Company, including computations of such adjustment and the Warrant Price, class and number of Shares in effect upon the date of such adjustment. Notwithstanding the forgoing, the Company shall not be required to provide Holder with any notices of adjustment to the Shares into Class A Common Stock upon effectiveness of the Recapitalization in connection with the Public Offering.

Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that:

Certificate. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.08 shall be delivered to the Borrower and the Administrative Agent and shall be conclusive absent manifest error.

Certificate. The Certificate, a copy of which is attached hereto as Exhibit “1” and incorporated herein by reference, is hereby ratified by RealBiz as a legally binding and enforceable contract with [[Organization A:Organization]] concerning [[Organization A:Organization]]’s preferred rights therein, as amended pursuant to Section 2(g) hereof, and RealBiz acknowledges and agrees to be bound by the terms therein, as amended herein.

Certificate. If the [[Organization B:Organization]] claims any additional amounts pursuant to Section 3.06, [Section 3.07] or Section 3.09, as the case may be, it shall provide to the [[Organization A:Organization]] a certificate setting forth such additional amounts payable pursuant to Section 3.06, [Section 3.07] or Section 3.09, as the case may be, and a reasonable explanation of such amounts which are due (provided that, without limiting the requirement that reasonable detail be furnished, nothing herein shall require the [[Organization B:Organization]] to disclose confidential information relating to the organization of its affairs). Such certificate shall be conclusive, absent manifest error, that such amounts are due and owing.

Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, a declaration of a dividend payable in a form other than Common Shares in an amount that has a material effect on the price of Common Shares, a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares, a recapitalization, a divestiture spin-off or a similar occurrence, the Committee shall make appropriate adjustments in one or more of # the number of Common Shares authorized, Options, Restricted Shares, and Stock Units, SARs available for future Awards under Article 3, # the number of Stock Units included in any prior Award which has not yet been settled, # the number of Common Shares covered by each outstanding Option Award , # the Exercise Price under each outstanding Option and SAR, or # the per person per year limitations on Awards under the Plan. Except as provided in this Article 10, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.

Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

Adjustments. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of the Company affecting the Subject Shares, the terms of this Agreement shall apply to the resulting securities.

Adjustments. In the event that # the outstanding Shares are changed into or exchanged for a different number or kind of shares of stock or other securities or other equity interests of the Company or another corporation or entity, whether through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, substitution, exchange or other similar corporate event or transaction or # there is an extraordinary dividend or distribution by the Company or an Affiliate in respect of its shares, an equitable adjustment shall be made in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Such adjustment may include an adjustment to the maximum number and kind of shares of stock or other securities or other equity interests as to which Awards may be granted under the Plan, the number and kind of shares of stock or other securities or other equity interests subject to outstanding Awards and the exercise price thereof, if applicable, and the numerical limits in [Section 3]. Notwithstanding the preceding, the number of Shares subject to any Award shall always be a whole number.

Solvency Certificate. The Administrative Agent shall have received a Solvency Certificate attesting to the Solvency of each Borrower and its Subsidiaries (taken as a whole) on the Closing Date immediately before and after giving effect to the Transactions, from the chief financial officer or an authorized person performing similar function of such Borrower.

Officer’s Certificate. Sellers shall deliver to Purchaser a certificate signed by Sellers, dated as of the Closing Date (in form and substance reasonably satisfactory to Purchaser), certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing.

Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrowers on behalf of the Credit Parties as of the Closing Date stating that # the Credit Parties and each of their Subsidiaries are in compliance with all existing material financial obligations, # no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority that purports to affect a Credit Party or any transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding could have or could be reasonably expected to have a Material Adverse Effect, # the financial statements and information included in the Borrowers’ Form 10-K report for the year ended December 31, 2017 and Form 10-Q report for the quarter ended March 31, 2018 were prepared in good faith and using reasonable assumptions and # immediately after giving effect to this Credit Agreement, the other Credit Documents and all the transactions contemplated herein and therein to occur on such date, # each of the Credit Parties is Solvent, # no Default or Event of Default exists, # all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, and # the Credit Parties and their Subsidiaries are in compliance as of March 31, 2018, and will be in compliance on a Pro Forma Basis, using the most recently available financial statements and adjusting for any impairments and any capital markets events (including any refinancing of the Term Loan C Agreement) since the date of such financial

Officer’s Certificate. At the time of delivery of the financial statements provided for in [Sections 7.1(a) and 7.1(b)])], a certificate of a Responsible Officer of BRT, substantially in the form of [Exhibit 7.1](c), (i) demonstrating whether there has been compliance with the financial covenants contained in Section 7.2 by calculation thereof as of the end of each such fiscal period, including such detail and supporting documentation as reasonably requested by the Administrative Agent (and in the case of [Section 7.2(d)] and [Section 7.2(e)], indicating the number of fiscal quarters for which such ratio has exceeded 0.60 to 1.0), # stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrowers propose to take with respect thereto, # providing information regarding dividends and redemption of shares in a manner to demonstrate compliance with [Section 8.7] and # updating [Schedule 6.15], [Schedule 6.21] and [Schedule 6.25], as appropriate. Such certificate shall be delivered in both electronic and printed form.

Accountant’s Certificate. Within the period for delivery of the annual financial statements provided in [Section 7.1(a)], a certificate of the accountants conducting the annual audit stating that they have reviewed this Credit Agreement and stating further whether, in the course of their audit, they have become aware of any Default or Event of Default under Section 7.2 and, if any such Default or Event of Default exists, specifying the nature and extent thereof.

Officer’s Certificate. On the Effective Date, Lender shall have received a certificate, dated the Effective Date and signed on behalf of Borrower by the chairman of the board, the chief executive officer, the chief financial officer, the president or any vice president of Borrower, certifying on behalf of Borrower that all of the conditions in Sections 5.05, 5.06, 5.07 and 6.011] have been satisfied on such date.