Certificate of Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.
Director/Secretary The Corporate Seal of the Secretary of State for Education, hereunto affixed is authenticated by:
FORM OF SECRETARY’S CERTIFICATE This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of March 29, 2019 (the “Common Stock Purchase Agreement”), by and between REMARK HOLDINGS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Thirty Million Dollars ($30,000,000) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Kai-▇▇▇▇▇ ▇▇▇, Secretary of the Company, hereby certifies as follows in his capacity as such:
Secretary “Secretary” shall mean the Secretary of the Department of Health and Human Services or his designee.
Recording Secretary The Board may appoint a Recording Secretary who is a staff member. The Recording Secretary shall: