Corporate Governance Certification Form - The Nasdaq Stock Market (Page 4 of 5) in pdf

For Foreign Private Issuers Only: Check here if the Company is following home country

practices in lieu of this requirement and has provided NASDAQ with a written statement

from an independent counsel in the Company's home country certifying that the

Company's practices are not prohibited by the home country laws. The Company must

disclose in its annual reports filed with the SEC that

does not comply with this

requirement (as well as each other requirement of Rule 4350 that it does not follow) and

describe the home country practice followed by the Company in lieu of such

requirement.

6. Maioritv I n d e ~ e n d e n t Directors

Rule 4350(c)(2)

I hereby certify that the Company's board of directors is comprised of a majority of

independent directors as required by Rule 435O(c)(2).

For Initial Public Offerings, Spin-offs, and Companies Emerging From Bankruptcy: Check

here if the Company is utilizing the phase-in provisions pursuant to Rule 4350(a)(5) for

the Majority Independent Directors requirement. I f this box is checked, the

certifications above will be effective as of the end of the phase-in period.

For Controlled Companies Only: Check here if the Company is utilizing the "Controlled

Company" exemption pursuant to Rule 4350(c)(5) for purposes of the Majority

Independent Directors requirement. A company relying upon this exemption must

disclose in its annual meeting proxy statement (or, i f the Company does not file a proxy,

in its Form 10-K or 20-F) that i t is a Controlled Company and the basis for that

determination. I n the event the Company ceases to be a Controlled Company, a new

certification will be required.

For Foreign Private Issuers Only: Check here i f the Company is following home country

practices in lieu of this requirement and has provided NASDAQ with a written statement

from an independent counsel in the Company's home country certifying that the

Company's practices are not prohibited by the home country laws. The Company must

disclose in its annual reports filed with the SEC that it does not comply with this

requirement (as well as each other requirement of Rule 4350 that it does not follow) and

describe the home country practice followed by the Company in lieu of such

requirement.

7. Executive Sessions

Rule 4350(c1(21

I hereby certify that the Company will have regularly scheduled meetings at which only

independent directors are present ("executive sessions"), as required by Rule 4350(c)(2).

For Foreign Private Issuers Only: Check here if the Company is following home country

practices in lieu of this requirement and has provided NASDAQ with a written statement

from an independent counsel in the Company's home country certifying that the

Company's practices are not prohibited by the home country laws. The Company must

disclose in its annual reports filed with the SEC that it does not comply with this

requirement (as well as each other requirement of Rule 4350 that it does not follow) and

describe the home country practice followed by the Company in lieu of such

requirement.

Corporate Governance Certification Form - The Nasdaq Stock Market Page 4