Secretary's Certificate with respect to resolutions of directors, incumbency of officers, bylaws and certified Certificate of Incorporation

#[[Credit Party:Organization]] ("Ubiquity")

[[Credit Party:Organization]] ("[[Credit Party:Organization]]"; together with, Ubiquity, "Credit Parties")

19886 Ashburn Road

Ashburn, Virginia 20147

Punchlist Items. Landlord shall use commercially reasonable efforts to complete the punchlist items within sixty (60) days following the inspection or such longer period as Landlord and Tenant shall reasonably agree is appropriate.

Misdirected Items. If, within the six (6) month period immediately following either the Closing Date or the Option Closing Date, either Seller or Buyer receives any payment after the Closing with respect to an invoice sent by or on behalf of the other party or in satisfaction of the other party’s receivable or similar obligation, or receives any communication intended for the other party, then the receiving party will promptly remit such funds (or forward such communication) to the appropriate party. Nothing in this Section will impose any duty or obligation of any of the parties to collect any payments or amounts for the other party.

The Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: # items related to a change in accounting principle; # items relating to financing activities; # expenses for restructuring or productivity initiatives; # other non-operating items; # items related to acquisitions; # items attributable to the business operations of any entity acquired by the Company during the Performance Period; # items related to the sale or disposition of a business or segment of a business; # items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; # items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; # any other items of significant income or expense which are determined to be appropriate adjustments; # items relating to unusual or extraordinary corporate transactions, events or developments; # items related to amortization of acquired intangible assets; # items that are outside the scope of the Company's core, on-going business activities; # items related to acquire in-process research and development; # items relating to changes in tax laws; # items relating to major licensing or partnership arrangements; # items relating to asset impairment charges; # items relating to gains or losses for litigation, arbitration and contractual settlements; or # items relating to any other unusual or nonrecurring events or changes in Applicable Law, accounting principles or business conditions.

“Insolvent”: pertaining to a condition of Insolvency.

Exceptional Items and other non-operating items;

Relates to any subject matter pertaining to Employee’s employment;

Computation of Income, Gain, Loss and Deduction Items. For purposes of computing the amount of any item of the Company income, gain, loss or deduction to be allocated pursuant to Article IV and to be reflected in the Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S.federal income Tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided that:

Duration of Basic Warranty on Other Deliverable Items. All warranties under this Article 12.1 with regard to Other Deliverable Items, including Equipment, Components and Software, shall extend until twelve (12) months after Final Acceptance of such Deliverable Item (or after the System Acceptance Event in which such Deliverable Item is first accepted, if so stated in the Statement of Work) (the applicable period being referred to herein as, for Equipment and all Other Deliverable Items or Software, as such periods may be extended as provided herein including under [Article 3.0], the “Hardware Warranty Period”, and for Software, the “Software Warranty Period”).

At Closing, Seller shall deliver to Buyer:

Upon termination of his employment with Employer, Employee shall deliver to Employer and/or Standex all notes, memoranda, notebooks, drawings, records, documents and reproductions thereof kept by Employee or in his possession, whether prepared by his or others, used in or pertaining to any of the processes, apparatus or products of Standex and its subsidiaries, to the extent reasonably practical to do so, it being hereby acknowledged that all such items are the sole property of Standex and its subsidiaries. If, following termination of employment with Employer, Employee discovers any notes, memoranda, notebooks, drawings, records, documents, he shall promptly deliver them to Employer and/or Standex.

Borrower keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.