Common use of Approval of Actions Clause in Contracts

Approval of Actions. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. FURTHER RESOLVED, that the foregoing resolutions do hereby constitute prior approval of (i) the issuance of the Company’s voting stock to Fusion and (ii) Fusion becoming a holder of 15% or more of the Company’s outstanding voting stock for purposes of Section 203 of the Delaware General Corporation Law and any other similar laws that may be deemed applicable to the Company. This Unanimous Written Consent may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same document.

Approval of Actions. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. FURTHER RESOLVEDEXHIBIT E --------- FORM OF SECRETARY'S CERTIFICATE This Secretary's Certificate ("Certificate") is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of _____________ ("Common Stock Purchase Agreement"), that by and between BIGMAR, INC., a Delaware corporation (the foregoing resolutions do hereby constitute prior approval of "Company") and FUSION CAPITAL FUND II, LLC (ithe "Buyer"), pursuant to which the Company may sell to the Buyer up to Ten Million Dollars ($10,000,000) the issuance of the Company’s voting stock 's Common Stock, par value $.OOl per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to Fusion and (ii) Fusion becoming a holder of 15% or more them in the Common Stock Purchase Agreement. The undersigned, __________________, Secretary of the Company’s outstanding voting stock for purposes of Section 203 of the Delaware General Corporation Law and any other similar laws that may be deemed applicable to the Company. This Unanimous Written Consent may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same document., hereby certifies as follows:

Approval of Actions. FURTHER RESOLVED, that the authority of the transfer agent and registrar for the Common Stock shall extend to and include Purchase Shares and the Commitment Shares authorized by these resolutions and that such transfer agent and registrar is hereby authorized to record and countersign, as transfer agent, and to deliver to the officers of the Corporation, or pursuant to the directions thereof, the certificates (or evidence of issuance in book entry form, if so requested by such officer) evidencing the numbers of such Purchase Shares and Commitment Shares issued in the name(s) as directed by such officer in writing, and such transfer agent and registrar is hereby authorized and directed to register, as registrar, certificates (or a statement of issuance in book entry form, if so requested by such officer) for the number of such Purchase Shares and Commitment Shares as directed by such officer; and FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. FURTHER RESOLVED, that the foregoing resolutions do hereby constitute prior approval of (i) the issuance of the Company’s voting stock to Fusion and (ii) Fusion becoming a holder of 15% or more of the Company’s outstanding voting stock for purposes of Section 203 of the Delaware General Corporation Law and any other similar laws that may be deemed applicable to the Company. This Unanimous Written Consent may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same document.

Approval of Actions. FURTHER RESOLVED, that the Company be and hereby is authorized to enter into any and all amendments to its agreements with, or obtain any and all waivers from, (i) the holders of any outstanding securities of the Company and (ii) any other entity, as may be necessary or desirable to effectuate the events and transactions contemplated by these resolutions; and FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation Company and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the CorporationCompany, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. FURTHER RESOLVEDThis Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Equity Purchase Agreement dated as of [____], that 2018 (the foregoing resolutions do hereby constitute prior approval of “Equity Purchase Agreement”), by and between PRECIPIO, INC., a Delaware corporation (ithe “Company”) and LEVISTON RESOURCES LLC, a Delaware limited liability company (the issuance “Investor”), pursuant to which the Company may sell to the Investor up to Eight Million Dollars ($8,000,000) of the Company’s voting stock Common Stock, par value $0.01 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to Fusion and (ii) Fusion becoming a holder of 15% or more them in the Equity Purchase Agreement. The undersigned, [____], Secretary of the Company’s outstanding voting stock for purposes of Section 203 of the Delaware General Corporation Law and any other similar laws that may be deemed applicable to the Company. This Unanimous Written Consent may be executed , hereby certifies as follows in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same document.his capacity as such:

Approval of Actions. FURTHER RESOLVED, that the authority of the transfer agent and registrar for the Common Stock shall extend to and include Purchase Shares, the Commitment Shares, the KBSC Warrants and the KBSC Warrant Shares authorized by these resolutions and that such transfer agent and registrar is hereby authorized to record and countersign, as transfer agent, and to deliver to the officers of the Corporation, or pursuant to the directions thereof, the certificates (or evidence of issuance in book entry form, if so requested by such officer) evidencing the numbers of such Purchase Shares, Commitment Shares, KBSC Warrants and KBSC Warrant Shares issued in the name(s) as directed by such officer in writing, and such transfer agent and registrar is hereby authorized and directed to register, as registrar, certificates (or a statement of issuance in book entry form, if so requested by such officer) for the number of such Purchase Shares, Commitment Shares, KBSC Warrants and KBSC Warrant Shares as directed by such officer; and FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. FURTHER RESOLVED, that the foregoing resolutions do hereby constitute prior approval of (i) the issuance of the Company’s voting stock to Fusion and (ii) Fusion becoming a holder of 15% or more of the Company’s outstanding voting stock for purposes of Section 203 of the Delaware General Corporation Law and any other similar laws that may be deemed applicable to the Company. This Unanimous Written Consent may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same document.

Approval of Actions. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation Company and to take all such steps as are deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation Company to consummate the agreements take all such action referred to herein and to perform its obligations under such agreementsincident to the registration, listing and sale of the Securities; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the CorporationCompany, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. FURTHER RESOLVEDThis Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of January 15, that 2013 (the foregoing resolutions do hereby constitute prior approval of “Common Stock Purchase Agreement”), by and between SUNSHINE HEART, INC., a Delaware corporation (ithe “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the issuance “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Five Million Dollars ($25,000,000) of the Company’s voting stock Common Stock, par value $0.0001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to Fusion and (ii) Fusion becoming a holder of 15% or more them in the Common Stock Purchase Agreement. The undersigned, Secretary of the Company’s outstanding voting stock for purposes of Section 203 of the Delaware General Corporation Law and any other similar laws that may be deemed applicable to the Company. This Unanimous Written Consent may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same document., hereby certifies as follows: