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.

This Subscription Agreement contains:

• Company: Sets forth the name of the company making the corporate resolution;
• Resolutions by Board: True copies of the resolutions adopted by the company board of directors via unanimous written consent are set out in an exhibit to this certificate;
• Resolutions by Shareholders: True copies of resolutions adopted by the company's shareholders by unanimous written consent are set out in another exhibit to this certificate;
• Resolutions: Details the specifics of the resolutions adopted by the board and the shareholders (i.e.. authority to issue stock, number of shares and delivery method);
• Signature: The corporate secretary must sign this certificate as it becomes a part of the official record.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Certificate as to Resolutions

State Law Compliance: This form complies with the laws of all states