Common use of CORPORATE RESOLUTIONS TO BORROW Clause in Contracts

CORPORATE RESOLUTIONS TO BORROW. Borrower: SPY OPTIC, INC. I, the undersigned officer of SPY OPTIC, INC. (the "Corporation"), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of California. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Articles of Incorporation, as amended, and the Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted. BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below: NAMES POSITION ACTUAL SIGNATURES acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Comerica Bank-California("Bank"), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money as in their judgment should be borrowed, without limitation, including, without limitation, such sums as are specified in that certain Loan and Security Agreement dated as of October 5, 2001 (the "Loan Agreement").

CORPORATE RESOLUTIONS TO BORROW. Borrower: SPY OPTICARCTURUS THERAPEUTICS, INC. ., a Delaware corporation I, the undersigned officer Secretary or Assistant Secretary of SPY OPTICARCTURUS THERAPEUTICS, INC. ., a Delaware corporation (the "“Corporation"”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of CaliforniaDELAWARE. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Articles Certificate of Incorporation, as amended, and the Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions (the “Resolutions”) were adopted. BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below: NAMES POSITION ACTUAL SIGNATURES Jxxxxx Xxxxx President and CEO Pad Chiviukula COO, CSO and Secretary acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Comerica Western Alliance Bank-California("Bank", an Arizona corporation (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money as in their judgment should be borrowed, without limitation, including, without limitation, such sums as are specified in . Execute Loan Documents. To execute and deliver to Bank that certain Loan and Security Agreement dated as of October 512, 2001 2018 (the "“Loan Agreement"”) and any other agreement entered into between Corporation and Bank in connection with the Loan Agreement, including any amendments, all as amended or extended from time to time (collectively, with the Loan Agreement, the “Loan Documents”), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Loan Documents, or any portion thereof.

CORPORATE RESOLUTIONS TO BORROW. Borrower: SPY OPTICCOORDINATED CARE SOLUTIONS, INC. I, the undersigned officer Secretary or Assistant Secretary of SPY OPTICCoordinated Care Solutions, INC. Inc. (the "“Corporation"”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of CaliforniaDelaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Articles Certificate of Incorporation, as amended, and the Restated Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted. BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below: NAMES POSITION ACTUAL SIGNATURES acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Comerica Bank-California("Bank"California (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money as in their judgment should be borrowed, without limitation, including, without limitation, such sums as are specified in that certain Loan and Security Agreement dated as of October 5, 2001 (the "Loan Agreement").

CORPORATE RESOLUTIONS TO BORROW. Borrower: SPY OPTICRIGEL PHARMACEUTICALS, INC. I, the undersigned officer Secretary or Assistant Secretary of SPY OPTICRIGEL PHARMACEUTICALS, INC. (the "“Corporation"”), HEREBY CERTIFY CERTIFY, on behalf of the Corporation, that the Corporation is organized and existing under and by virtue of the laws of the State of CaliforniaDelaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Articles Certificate of Incorporation, as amended, and the Restated Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted. BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below: NAMES POSITION ACTUAL SIGNATURES acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Comerica COMERICA BANK - CALIFORNIA (“Bank-California("Bank"”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money as in their judgment should be borrowed, without limitation, including, without limitation, such sums as are specified in that certain Loan and Security Agreement dated as of October 5, 2001 (the "Loan Agreement").

CORPORATE RESOLUTIONS TO BORROW. Borrower: SPY OPTIC, INC. DITECH COMMUNICATIONS CORPORATION I, the undersigned officer Secretary or Assistant Secretary of SPY OPTIC, INC. DITECH COMMUNICATIONS CORPORATION (the "“Corporation"”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of CaliforniaDelaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Articles Certificate of Incorporation, as amended, and the Restated Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted. BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below: NAMES POSITION ACTUAL SIGNATURES Xxxxxxx X. Xxxxxxx Vice President Finance & CFO /s/ Xxxxxxx X. Xxxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Comerica Bank-California("Bank"California (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money as in their judgment should be borrowed, without limitation, including, without limitation, such sums as are specified in that certain Loan and Security Agreement dated as of October 5, 2001 (the "Loan Agreement").

CORPORATE RESOLUTIONS TO BORROW. Borrower: SPY OPTICALIGN TECHNOLOGY, INC. I, the undersigned officer Secretary or Assistant Secretary of SPY OPTICALIGN TECHNOLOGY, INC. (the "“Corporation"”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of California. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Articles of Incorporation, as amended, and the Bylaws of the Corporation, each of which is in full force and effect on the date hereofDelaware. I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, Corporation duly called and heldhold, at which a quorum was present and voting voting, (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted. BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below: NAMES POSITION POSITIONS ACTUAL SIGNATURES Xxxxx X. Xxxxxxxxxx CFO, VP Finance /s/ Xxxxx X. Xxxxxxxxxx Xxxxxxx Xxxxx VP, Corporate Controller /s/ Xxxxxxx Xxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Comerica COMERICA BANK (“Bank-California("Bank"”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money as in their judgment should be borrowed, without limitation, including, without limitation, such sums as are specified in that certain Loan and Security Agreement dated as of October 5, 2001 (the "Loan Agreement").

CORPORATE RESOLUTIONS TO BORROW. Borrower: SPY OPTICPepperball Technologies-CA, INC. Inc. I, the undersigned officer Secretary or Assistant Secretary of SPY OPTICPepperball Technologies-CA, INC. Inc. (the "“Corporation"”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of CaliforniaDelaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Articles Certificate of Incorporation, as amended, and the Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting by unanimous written consent of the Directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted. “BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below: NAMES POSITION ACTUAL SIGNATURES Names Position Actual Signatures acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Comerica Bank-California("Bank"Agility Capital, LLC (“Agility”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and BankAgility, such sum or sums of money as in their judgment should be borrowed, without limitation, including, without limitation, including such sums as are specified in that certain Loan and Security Agreement dated as of October 5November 18, 2001 2005, as amended from time to time, including by that certain Seventh Amendment to Loan Agreement dated as of December 12, 2008 (collectively, the "Loan “Agreement"”).

CORPORATE RESOLUTIONS TO BORROW. Borrower: SPY OPTICST. XXXXXXX SOFTWARE, INC. I, the undersigned officer Secretary or Assistant Secretary of SPY OPTICST. XXXXXXX SOFTWARE, INC. (the "“Corporation"”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State state of CaliforniaDelaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Articles Certificate of Incorporation, as amended, Incorporation and the Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting by unanimous written consent of the Directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted. “BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below: NAMES POSITION ACTUAL SIGNATURES Xxxxxxx X Xxxxx CEO /s/ Xxxxx Xxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Comerica Bank-California("Bank"Agility Capital, LLC (“Agility”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and BankAgility, such sum or sums of money as in their judgment should be borrowed, without limitation, including, without limitation, including such sums as are specified in that certain Loan and Security Agreement dated as of October 5, 2001 (the "Loan “Agreement"”).