Secretary’s Certificate. On or prior to # the date of this Agreement, which is on or prior to the date of the first Issuance Instruction or the first Forward Placement Notice and # each Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(a)(xv) for which no waiver is applicable, the Company shall furnish to the Agent and the Forward Purchaser a certificate executed by the General Counsel or Secretary of the Company, signing in such capacity, dated the date of delivery, # certifying that attached thereto are true and complete copies of the resolutions duly adopted by the Board authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, which authorization shall be in full force and effect on and as of the date of such certificate, # certifying and attesting to the office, incumbency, due authority and specimen signatures of each Person who executed this Agreement for or on behalf of the Company, # certifying that attached thereto are true and complete copies of the articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of the Company, in each case, certified, to the extent applicable, as of a recent date by the Secretary of State of the State of Delaware and # certifying that attached thereto is a true and complete copy of a certificate issued by the Secretary of State of the State of Delaware, certifying as of a recent date as to the good standing of the Company.

Secretary’s Certificate. On or prior to the first Representation Date, the Agent shall have received a certificate, signed on behalf of the Company by its corporate Secretary, in form and substance satisfactory to the Agent and its counsel.

Secretary’s Certificate. [[Organization A:Organization]] shall have delivered to such Purchaser a certificate of its Secretary, dated the date of the Closing, certifying as to # the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Note Documents to which it is a party and # [[Organization A:Organization]]’s organizational documents as then in effect.

Secretary’s Certificate. The Purchaser shall have received a certificate executed by the Secretary of the Parent, certifying as to # the Parent’s and the Company’s governing documents and bylaws, # resolutions of the Board of Directors (and/or any committee thereof) and the Parent (as the general partner of the Company) authorizing the entering into of this Agreement and the other Transaction Documents, the issuance and sale of the Purchase Securities and the Warrant Units, and the taking of all other actions contemplated by this Agreement and the other Transaction Documents to be taken by the Parent and the Company, in each case, as applicable, and # the incumbency of each officer authorized to execute this Agreement, the other Transaction Documents and each document to be executed or delivered in connection therewith, and any certificates evidencing the Purchase Securities, setting forth the name and title and bearing the signatures of such officer.

Secretary’s Certificate. The Purchaser shall have received a certificate executed by the Secretary of the Parent, certifying as to the matters set forth in Section 3.2.2(e) hereof.

Secretary’s Certificate. On or prior to the date of delivery of the first Placement Notice, Cowen shall have received a certificate, signed on behalf of the Company by its corporate Secretary, in form and substance satisfactory to [[Organization A:Organization]] its counsel.

Secretary’s Certificate. The Company shall have delivered to the Investor a secretary's certificate executed by the Secretary of the Company, dated as of the Closing Date, in the form attached hereto as Exhibit C.

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.

Certificate. The EnTrust Contributor shall have delivered to the Permal Contributor a certificate of the EnTrust Contributor, executed by an executive officer of the EnTrust Contributor, stating that the conditions set forth in Sections 8.2(a), (b), (c) and (d) have been completed.