Common use of RESOLVED Clause in Contracts

RESOLVED. That any officer or officers of this corporation and/or their nominees are hereby authorized and empowered, on Its behalf, to execute and deliver any and all schedules of assignments of accounts, transfer of instruments, sates, pledges, notes, financial, financing and other statements, and any and all further agreements, papers, documents and certificates, as may from time to time be required by said Sterling, upon any matters or transactions arising under said agreements or in connection with any further financial arrangements with this corporation; and it was further RESOLVED: That all acts of the of this corporation and/ or their nominees and all agreements, modifications, transfers, assignments, certificates and statements, which they or any of them may do, execute or deliver in pursuance of said agreements and to facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and empowered to endorse the name of this corporation to any and all checks, drafts and other Instruments or orders for the payment of money, payable to this corporation or its order, to deposit the same In any account or accounts of Sterling, with any BANK, BANKER OR TRUST COMPANY, and to deal with any and all such checks, drafts, and other instruments or orders for the payment of money and the proceeds thereof as the property of Sterling ; and it was further RESOLVED: That any BANK. BANKER OR TRUST COMPANY be, and they hereby are, authorized and requested to receive for deposit to the credit of Sterling without further inquiry, all such checks, drafts and other orders or instruments for the payment or money, payable to this corporation or its order, and that said banks shall be under no liability to this corporation, with respect to the disposition which Sterling may or shall make of the same instruments or the proceeds thereof." I further certify that the foregoing resolutions remain in force and have not been rescinded or modified. I further certify that I am the custodian of and an) familiar with the books and records of said corporation and nothing contained in the Certificate of Incorporation, By-Laws or any other records prohibits the execution of the aforementioned agreements by said corporation. I further certify that the following are duty elected officers of this corporation: President: Xxxx Xxxxxxxxx Treasurer: Xxxxx X. XxXxxxxxx

RESOLVED. That any officer or officers of this corporation and/or their nominees are hereby authorized and empowered, on Its behalf, to execute and deliver any and all schedules of assignments of accounts, transfer of instruments, sates, pledges, notes, financial, financing and other statements, and any and all further agreements, papers, documents and certificates, as may from time to time be required by said Sterling, upon any matters or transactions arising under said agreements or in connection with any further financial arrangements with this corporation; and it was further RESOLVED: That all acts is the intention of the of this corporation and/ or their nominees and all agreements, modifications, transfers, assignments, certificates and statements, which they or any of them may do, execute or deliver in pursuance of said agreements and Corporation to facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and give the persons empowered to endorse trade in Contracts the name of this corporation broadest possible power with respect to any and all checks, drafts and other Instruments or orders for the payment of money, payable to this corporation or its order, to deposit the same In any account or accounts of Sterling, with any BANK, BANKER OR TRUST COMPANYthe Corporation, and the Corporation agrees to deal with hold Paramount harmless against any and all such checksclaims that may arise by reason of following any instruction, drafts, and other instruments order or orders for the payment of money and the proceeds thereof as the property of Sterling ; and it was further RESOLVED: That direction given by any BANK. BANKER OR TRUST COMPANY be, and they hereby are, authorized and requested to receive for deposit to the credit of Sterling without further inquiry, all such checks, drafts and other orders or instruments for the payment or money, payable to this corporation or its order, and that said banks shall be under no liability to this corporation, with respect to the disposition which Sterling may or shall make of the same instruments empowered persons. I further certify that, as applicable, each of the following has been duly elected and is now legally holding the office designated below his or the proceeds thereof." her respective name: President Vice President Treasurer Director Secretary Director I further certify that the foregoing resolutions Corporation is duly organized and existing and, pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal of the Corporation this day of , 20 . I hereby authorize (whose signature appears below) as my agent and attorney-in-fact to purchase, sell, hold, invest, and reinvest Contracts for Difference (collectively referred to as “CFDs”) on equities, futures, currencies, precious metals and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with Paramount and (s)he is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases sales or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fxparamount, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to the benefit of Paramount present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever and of the assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which Paramount may have not been rescinded under any other agreement or modified. agreements between Paramount and I. I further understand and certify that I am have the custodian financial resources to enter into this agreement and that I fully understand the trading objectives of my agent and anattorney-in-fact designated above which have been thoroughly explained to me. In addition, the undersigned has provided Paramount with a copy of any disclosure document, managed account agreement, or other such materials executed by and between Agent and the undersigned that concern the Agent's advice in regards to the Account. Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) familiar Should Client and the Agent and Attorney-in-Fact agree to compensation in the form of commissions, please see Column 2 below labeled “Commissions to Charge” in order to review the schedule of commissions per product type. (*Column three is merely a listing of examples provided by Paramount. Only commissions written within column 2 will be charged against the account.) Products Commissions to Charge Example of commissions to be charged by Agent based on settings of shares and units in the platform. SHARES Equities X X FOREX Forex $ $.0001 or $10 per $100,000 COMMODITIES Gold $ $.10 per ounce/unit Silver $ $.01 per ounce/unit Natural Gas $ $.0005 per BTU/unit Crude Oil $ $.01 per barrel/unit FINANCIAL US NASQ 100 $ $.25 per contract/unit US SP 500 $ $.10 per contract/unit US DJ Industrial $ $2 per contract/unit UK 100 $ $.50 per contract/unit Europe 50 $ $2 per contract/unit Germany 30 $ $.50 per contract/unit France 40 $ $.50 per contract/unit As an unregulated business, foreign currency trading advisory is prone to false advertising and misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take such measures, and asks that Customers acknowledge that they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agent. A. Have the Agent provide you with a disclosure document that, at the minimum, provides: the Agent's biography, outlines the investment methodology, discloses the fees charged by the Agent, and discloses the risks associated with the books investment methodology; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the Agent, and records of said corporation review any contractual agreement to be executed by and nothing contained in between you and the Certificate of Incorporation, By-Laws or any other records prohibits the execution of the aforementioned agreements by said corporation. I further certify that the following are duty elected officers of this corporation: President: Xxxx Xxxxxxxxx Treasurer: Xxxxx X. XxXxxxxxxAgent.

RESOLVED. That any officer or officers the Chief Executive Officer of this corporation and/or their nominees are the Corporation is hereby authorized to execute and empowereddeliver a Promissory Note in substantially the form submitted to the Board, a copy of which is annexed hereto as Exhibit B (with such changes thereto as shall be deemed advisable by the Chief Executive Officer, as conclusively evidenced by such officer's approval or execution and delivery thereof), and to consummate the transactions contemplated thereby; RESOLVED: That the Corporation is authorized to enter into a Subordination Agreement, a copy of which is annexed hereto as Exhibit C, among the Corporation, SBI Investments (USA) Inc. f/k/a Best Finance Investments Limited ("SBI Investments") and the Lender to effect the subordination of all indebtedness represented by the promissory note issued in accordance with the Note Purchase Agreement, dated November 28, 2001, as amended on Its behalfNovember 30, 2001, December 14, 2001 and December 28, 2001, by and between SBI Investments and the Corporation, to the indebtedness of the Corporation to the Lender under the Credit Agreement (with such changes thereto as shall be deemed advisable by the Chief Executive Officer, as conclusively evidenced by such officer's approval or execution and delivery thereof), and to consummate the transactions contemplated thereby; RESOLVED: That in connection with the Credit Agreement and the Subordination Agreement, the Chief Executive Officer of the Corporation, in the name of and on behalf of the Corporation, is authorized to execute and deliver any and all schedules of assignments of accounts, transfer of instruments, sates, pledges, notes, financial, financing and other statementsrelated documents, and the execution and delivery thereof by the Corporation, and the consummation of the transactions contemplated thereby, is hereby approved; RESOLVED: That the Chief Executive Officer of the Corporation, in the name of and on behalf of the Corporation, is authorized to make amendments or modifications to any one or more of the above-referenced documents and all further other agreements, papersdocuments, documents certificates and certificates, as may from time to time be required by said Sterling, upon any matters instruments contemplated or transactions arising under said agreements useful in connection therewith which he deems necessary or advisable in connection with any further financial arrangements with this corporation; and it was further RESOLVED: That all acts the consummation of the of this corporation and/ or their nominees and all agreements, modifications, transfers, assignments, certificates and statements, which they or any of them may do, execute or deliver in pursuance of said agreements and to facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and empowered to endorse the name of this corporation to any and all checks, drafts and other Instruments or orders for the payment of money, payable to this corporation or its order, to deposit the same In any account or accounts of Sterlingproposed transaction, with any BANK, BANKER OR TRUST COMPANY, and the approval of such amendments or modifications to deal with any and all such checks, drafts, and other instruments or orders for the payment of money and the proceeds thereof as the property of Sterling ; and it was further RESOLVED: That any BANK. BANKER OR TRUST COMPANY be, and they hereby are, authorized and requested to receive for deposit to the credit of Sterling without further inquiry, all such checks, drafts and other orders or instruments for the payment or money, payable to this corporation or its order, and that said banks shall be under no liability to this corporation, with respect to the disposition which Sterling may or shall make of the same instruments or the proceeds thereof." I further certify that the foregoing resolutions remain in force and have not been rescinded or modified. I further certify that I am the custodian of and an) familiar with the books and records of said corporation and nothing contained in the Certificate of Incorporation, By-Laws or any other records prohibits conclusively evidenced by the execution of the aforementioned agreements by said corporation. I further certify that the following are duty elected officers of this corporation: President: Xxxx Xxxxxxxxx Treasurer: Xxxxx X. XxXxxxxxxand delivery thereof;

RESOLVED. That any officer or officers of this corporation and/or their nominees are hereby authorized and empowered, on Its behalf, to execute and deliver any and all schedules past transactions of assignments any kind herein authorized which may have been heretofore made on behalf of accounts, transfer of instruments, sates, pledges, notes, financial, financing this Company with or by UOB Bullion be and other statements, hereby are ratified. This resolution shall be and any remain in full force and all further agreements, papers, documents and certificates, as may from time to time be required by said Sterling, upon any matters or transactions arising under said agreements or in connection with any further financial arrangements with this corporation; and it was further RESOLVED: That all acts effect until written notice of the of this corporation and/ or their nominees and all agreements, modifications, transfers, assignments, certificates and statements, which they or any of them may do, execute or deliver in pursuance of said agreements and to facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and empowered to endorse the name of this corporation to any and all checks, drafts and other Instruments or orders for the payment of money, payable to this corporation or its order, to deposit the same In any account or accounts of Sterling, with any BANK, BANKER OR TRUST COMPANY, and to deal with any and all such checks, drafts, and other instruments or orders for the payment of money and the proceeds thereof as the property of Sterling ; and it was further RESOLVED: That any BANK. BANKER OR TRUST COMPANY be, and they hereby are, authorized and requested to receive for deposit to the credit of Sterling without further inquiry, all such checks, drafts and other orders or instruments for the payment or money, payable to this corporation or its order, and that said banks revocation hereof shall be under no liability to this corporationreceived by UOB Bullion. NAME OF OFFICER TITLE I/C NO. SPECIMEN SIGNATURE I, with respect to the disposition which Sterling may or shall make , Secretary of the same instruments or the proceeds thereof." I further hereby certify that the foregoing resolutions remain is a full, true and correct copy of a Resolution duly and regularly passed and adopted by the Board of Directors of said Company at a meeting thereof duly called and held on the day of ; the said resolution appears in force the minutes of said meeting, and have that the same has not been rescinded or modified. I further certify that I am the custodian of modified and an) familiar with the books is now in full force and records of said corporation and nothing contained in the Certificate of Incorporation, By-Laws or any other records prohibits the execution of the aforementioned agreements by said corporationeffect. I further certify that the said Company is duly incorporated and existing, and has the power to take the action called for by the foregoing resolution. Dated SECRETARY & COMPANY STAMP DELIVERY OF STATEMENTS VIA ELECTRONIC MAIL Electronic delivery of customer confirmation statements benefits both customers and members of the Singapore Exchange Derivatives Trading Ltd (SGX-DT), by providing for a more expeditious receipt of such statements. SGX-DT has allowed members to comply with the requirements of SGX-DT Rule 3.3.9 by delivering such statements to customers electronically. Please sign below to confirm your request to receive your Daily Activity Statements and Monthly Activity Statements by electronic mail or in addition to receiving hard copies. You may revoke your consent by giving us at least one week’s prior notice in writing. Any Daily Activity Statements and Monthly Activity Statements given to you addressed to the email address specified below shall be effective when transmitted and you shall accept all risk of non-delivery, late/delayed delivery and/or misdelivery associated with electronic mailing. For the purposes of compliance with the SGX-DT Rule 3.3.9 of the Singapore Exchange Derivatives Trading Ltd, the electronic delivery of the Daily Activity Statements and Monthly Activity Statements, is in lieu of the distribution of the hard copy of the customer statements and fully discharges our duty under the said rule. Any Daily Activity Statements and Monthly Activity Statements distributed in the above manner remain subject to our Standard Terms & Conditions which you have agreed to, and is to be regarded as statements or confirmation as indicated therein. AGREEMENT I/We hereby request you to send my/our Daily Activity Statements and Monthly Activity Statements via Electronic Mail ONLY Hard Copy AND Electronic Mail Name (s): For and on behalf of: E-Mail Address : Date : INVESTMENT PROFILE AND ASSESSMENT (Understanding Your Investment Profile and Risk Evaluation) (a) Does any of your related companies or parent company maintain Margin Trading Accounts with us? YES/ NO * If yes, please list their names below: (b) Does your company or any of your related companies including parent company maintain any YES/ NO * business relationship (e.g. current, fixed deposit a/c, credit facilities etc) with any of the UOB group of companies including our overseas offices? (If yes, please state the UOB entity, the Relationship Manager and type of accounts or banking facilities) 18 Is any of the company's beneficial owners, directors or authorised signatories (including their spouses) holding any senior positions in the Government, Military or Publicly-owned Companies or Entities (including Charitable Organisations, Societies or Associations)? If yes, please state: YES / NO * (a) Name of person (b) Name of Government / Military / Organisation * (c) Position held / Rank Authorised Signatory (s) / DateName & Designation: * Please circle the appropriate For and on behalf of : Investment Profile Corporate 200810 web version Page 1 of 3 Name of Applicant 19 PARTICULARS OF BENEFICIAL OWNERS (INCLUDE PARTNERS / SOLE PROPRIETOR OF COMPANY / FIRM) (a) Please furnish details in the boxes provided in this section. You may furnish us with an appendix showing the information as stated below if there are more than 4 Beneficial Owners. (b) Please enclose a copy of your group structure stating shareholdings. Beneficial Owner/ Settlor / Trustee * Name Date of Birth ID/PP No Nationality % Shareholding Telephone No Registered Address Do you have any immediate family members working with us? YES / NO * If yes, pls furnish name of family members: Beneficial Owner/ Settlor / Trustee * Name Date of Birth ID/PP No Nationality % Shareholding Telephone No Registered Address Do you have any immediate family members working with us? YES / NO * If yes, pls furnish name of family members: Beneficial Owner/ Settlor / Trustee * Name Date of Birth ID/PP No Nationality % Shareholding Telephone No Registered Address Do you have any immediate family members working with us? YES / NO * If yes, pls furnish name of family members: Beneficial Owner/ Settlor / Trustee * Name Date of Birth ID/PP No Nationality % Shareholding Telephone No Registered Address Do you have any immediate family members working with us? YES / NO * If yes, pls furnish name of family members: (Immediate familyinclude spouse, children, adopted children, step children, parents, step parents, siblings and step siblings) For Fiduciary Account# or if the Entity has complex or multi-tiered ownership arrangement or involves nominees shareholdings or offshore/local trust structures, please answer the following are duty elected officers of this corporation: President: Xxxx Xxxxxxxxx Treasurer: Xxxxx X. XxXxxxxxxand attach supporting documents:

RESOLVED. That, to induce the Banks to provide financing pursuant to the Credit Agreement and for other good and valuable consideration, it is in the best interests of the Company to reaffirm the guaranty of the obligations of Quaker Textile Corporation and Quaker Fabric Mexico S.A. de C.V. under the Credit Agreement; and further RESOLVED: That any officer or officers the President, Vice President - Finance and Treasurer, and the Vice President and Secretary of this corporation and/or their nominees are the company (the "Authorized Officers") hereby authorized are, and empoweredeach of them hereby is, reauthorized in the name of and on Its behalfbehalf of the Company; (i) to negotiate, agree to, enter into, execute, seal, acknowledge, deliver, and cause the Company to perform in accordance with the terms of the Credit Agreement, as twice amended; (ii) to affix such signatures and the corporate seals of the Company as may be required to execute and deliver any and all schedules of assignments of accountsto the appropriate person or persons such documents, transfer of instruments, sates, pledges, notes, financial, financing and other statementsagreements, and any and all further agreements, papers, documents and certificates, instruments as may be necessary or advisable to implement the transactions contemplated by the foregoing resolutions in such form as the Authorized Officers executing the same shall approve, such approval to be conclusively evidenced by the signature thereon of the Authorized Officer; and (iii) to take such other actions as such officer shall deem in the exercise of his or her judgment to be necessary or advisable to implement the transactions contemplated by the foregoing resolutions the taking of such actions to be conclusive evidence that he or she was duly authorized thereunto by the terms of this resolution; and further RESOLVED: That the Secretary of the Company is hereby directed to certify, under the corporate seal, a copy of these resolutions and, in her capacity as a Secretary of the Company, to certify the names of the present incumbents of the offices of the Company hereinbefore referred to; and to further certify from time to time be required by hereafter the manex xx any successors to the present 13 incumbents of said Sterlingoffices, or changes in the Authorized Officers authorized to act in the premises, together with specimens of their respective signatures. The Banks and the Agent are hereby authorized, empowered and directed to rely upon any matters or transactions arising such certificate unless and until certificate of the Company under said agreements or in connection with any further financial arrangements with this corporationits corporate seal, duly attested; and it was that until notice is received the Banks and the Agent are authorized to act in pursuance of these resolutions, and shall be indemnified against any loss suffered, or liability incurred by them, or any of them, in continuing to act in pursuance of these resolutions even though these resolutions may have been changed; and further RESOLVED: That all acts prior actions taken by the Authorized Officers and each of them, and by and appropriate officer or employee of the of this corporation and/ or their nominees company designated by and all agreements, modifications, transfers, assignments, certificates and statements, which they or any of them may do, execute or deliver in pursuance of said agreements and to facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and empowered to endorse the name of this corporation to any and all checks, drafts and other Instruments or orders for the payment of money, payable to this corporation or its order, to deposit the same In any account or accounts of Sterling, with any BANK, BANKER OR TRUST COMPANY, and to deal with any and all such checks, drafts, and other instruments or orders for the payment of money and the proceeds thereof as the property of Sterling ; and it was further RESOLVED: That any BANK. BANKER OR TRUST COMPANY be, and they hereby are, authorized and requested to receive for deposit to the credit of Sterling without further inquiry, all such checks, drafts and other orders or instruments for the payment or money, payable to this corporation or its order, and that said banks shall be under no liability to this corporationAuthorized Officer, with respect to the disposition which Sterling may or shall make of the same instruments or the proceeds thereof." I further certify that the foregoing resolutions remain in force and have not been rescinded or modified. I further certify that I am the custodian of and an) familiar with the books and records of said corporation and nothing contained matters referred to in the Certificate preceding resolutions, are hereby ratified and approved in all respects. 14 CORPORATE CERTIFICATE QUAKER FABRIC CORPORATION I, Cyntxxx X. Xxxxxx, xxe duly elected and action Secretary of IncorporationQuaker Fabric Corporation, By-Laws or any other records prohibits a Delaware corporation (the execution of the aforementioned agreements by said corporation. I further certify that the following are duty elected officers of this corporation: President: Xxxx Xxxxxxxxx Treasurer: Xxxxx X. XxXxxxxxx"Company"), DO HEREBY CERTIFY:

RESOLVED. That any officer or officers that the escrow obligations of this corporation and/or their nominees the Securityholders as set forth in the Transaction Agreement are hereby authorized adopted, approved and empoweredagreed to in all respects and the creation of the Adjustment Escrow Account, on Its behalf, as well as the contribution of $7,500,000 to execute and deliver any and all schedules of assignments of accounts, transfer of instruments, sates, pledges, notes, financial, financing and other statementsthe Adjustment Escrow Account, and any the distributions from, the Adjustment Escrow Account, in accordance with the Transaction Agreement and the Escrow Agreement, be, and hereby are, adopted approved and agreed to in all respects; and further agreementsRESOLVED, papers, documents and certificates, as may from time to time be required that $250,000 of the consideration otherwise payable by said Sterling, upon any matters or transactions arising under said agreements or Parent in connection with any further financial arrangements the being deposited with this corporationthe Securityholder Representative for the payment or reimbursement of the Securityholder Representative, of expenses incurred by the Securityholder Representative in performing its duties pursuant to the Transaction Agreement are hereby adopted, approved and agreed to in all respects; and it was further RESOLVED: That all acts of , that the of this corporation and/ or their nominees Authorized Officers be, and all agreements, modifications, transfers, assignments, certificates and statements, which they or any each of them may dohereby is, execute or deliver in pursuance of said agreements and to facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and empowered to endorse prepare, execute and file such governmental filings as may be necessary or required by law in connection with the name Mergers, including, but not limited to, the filing of this corporation the certificate of merger with the Secretary of State of the State of Delaware and any antitrust filings made to any governmental or regulatory entities; and further RESOLVED, that in executing and delivering this written consent, each of the Signing Stockholders is agreeing that it is waiving all checks, drafts rights of appraisal under Section 262 of the DGCL and will promptly upon consummation of the Mergers execute and deliver to the Paying Agent the Letter of Transmittal (each as defined in the Transaction Agreement) to receive the consideration to which such Signing Stockholder is entitled pursuant to the Transaction Agreement and any other Instruments or orders for agreement required to be delivered by such Signing Stockholder in order to effect the payment of money, payable to this corporation or its order, to deposit the same In any account or accounts of Sterling, with any BANK, BANKER OR TRUST COMPANY, and to deal with any and all such checks, drafts, and other instruments or orders for the payment of money Mergers and the proceeds thereof as the property of Sterling transactions contemplated thereby; and it was further RESOLVED: That , that each of the Signing Stockholders consents and agrees that any BANK. BANKER OR TRUST COMPANY bepayments required to be made to Leone Healthcare Holdings LLC, and they hereby are, authorized and requested to receive for deposit pursuant to the credit of Sterling without further inquiryAmended and Restated Side Letter Agreement dated April 17, all such checks2019, drafts by and other orders or instruments for the payment or moneyamong LAB Holdings, payable to this corporation or its orderLLC, Savanna Holdings LLC, Jermyn Street Associates LLC and that said banks Leone Healthcare Holdings LLC, shall be under no liability to this corporation, with respect to the disposition which Sterling may or shall make payable out of the same instruments or proceeds received by the proceeds thereof." I further certify that stockholders of the foregoing resolutions remain Company in force and have not been rescinded or modified. I further certify that I am the custodian of and an) familiar connection with the books Mergers; and records of said corporation and nothing contained in the Certificate of Incorporation, By-Laws or any other records prohibits the execution of the aforementioned agreements by said corporation. I further certify that the following are duty elected officers of this corporation: President: Xxxx Xxxxxxxxx Treasurer: Xxxxx X. XxXxxxxxxfurther

RESOLVED. That the corporation’s Certificate of Incorporation be amended by inserting therein a new Article EIGHTH immediately following Article SEVENTH which new Article shall state: “No director shall be personally liable to the corporation or any officer or officers stockholder for monetary damages for breach of this corporation and/or their nominees are hereby authorized and empoweredfiduciary duty as a director, on Its behalf, to execute and deliver except for any and all schedules matter in respect of assignments which such director shall be liable under Section 174 of accounts, transfer of instruments, sates, pledges, notes, financial, financing and other statements, and any and all further agreements, papers, documents and certificates, as may from time to time be required by said Sterling, upon any matters or transactions arising under said agreements or in connection with any further financial arrangements with this corporation; and it was further RESOLVED: That all acts Title 8 of the of this corporation and/ or their nominees and all agreements, modifications, transfers, assignments, certificates and statements, which they Delaware Code (relating to the Delaware General Corporation Law) or any of them may doamendment thereto or successor provision thereto or shall be liable by reason that, execute or deliver in pursuance of said agreements and to facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and empowered to endorse the name of this corporation addition to any and all checksother requirements for such liability, drafts and other Instruments or orders for he (i) shall have breached his duty of loyalty to the payment of money, payable to this corporation or its orderstockholders, (ii) shall not have acted in good faith or, in failing to deposit act, shall not have acted in good faith, (iii) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law or (iv) shall have derived an improper personal benefit. Neither the same In amendment nor repeal of this Article Eighth, nor the adoption of any account provision of the certificate of incorporation inconsistent with this Article Eighth, shall eliminate or accounts reduce the effect of Sterlingthis Article Eighth in respect of any matter occurring, with or any BANKcause of action, BANKER OR TRUST COMPANYsuit or claim that, but for this Article Eighth would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.” IN WITNESS WHEREOF, said National Medical Care, Inc., has caused this certificate to be signed by Constantine L. Hampers, its President and Chairman of the Board of Directors, and to deal with any attested by Timothy I. McFeeley, its Secretary, this 19th day of May, 1987. ATTEST: NATIONAL MEDICAL CARE, INC. /s/ Timothy I. McFeeley By: /s/ Constantine L. Hampers Timothy I. McFeeley Constantine L. Hampers, M.D. Secretary President and all such checksChairman of the Board of Directors I, draftsMICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP OF NATIONAL MEDICAL CARE, INC., A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, MERGING GLUCO—MED, INC. AND HUMAN RESOURCE INSTITUTE, INC. AND INSTITUTE FOR HEALTH MAINTENANCE, INC. AND NATIONAL MEDICAL CARE OF NORFOLK, INC. AND NATIONAL MEDICAL CARE OF PORTLAND, INC. CORPORATIONS ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-FIRST DAY OF JUNE, A.D. 1988, AT 10:01 O’CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF 881730109 AUTHENTICATION: | 1764464 DATE: 06/27/1988 DELAWARE. 881730109 AUTHENTICATION: | 1764464 DATE: 06/27/1988 National Medical Care, Inc., a corporation organized and other instruments or orders for existing under the payment laws of money and the proceeds thereof as the property State of Sterling ; and it was further RESOLVEDDelaware, DOES HEREBY CERTIFY: FIRST: That any BANK. BANKER OR TRUST COMPANY bethis corporation was incorporated on the 6th day of August, and they hereby are1984, authorized and requested to receive for deposit pursuant to the credit of Sterling without further inquiry, all such checks, drafts and other orders or instruments for the payment or money, payable to this corporation or its order, and that said banks shall be under no liability to this corporation, with respect to the disposition which Sterling may or shall make Corporation Law of the same instruments or the proceeds thereofState of Delaware." I further certify that the foregoing resolutions remain in force and have not been rescinded or modified. I further certify that I am the custodian of and an) familiar with the books and records of said corporation and nothing contained in the Certificate of Incorporation, By-Laws or any other records prohibits the execution of the aforementioned agreements by said corporation. I further certify that the following are duty elected officers of this corporation: President: Xxxx Xxxxxxxxx Treasurer: Xxxxx X. XxXxxxxxx

RESOLVED. That any officer or officers the grant of this corporation and/or their nominees are a continuing security interest in all personal property of the Corporation (except certain intellectual property) under the Loan Agreement is hereby authorized authorized, approved and empowered, on Its behalf, to execute and deliver any and adopted in all schedules of assignments of accounts, transfer of instruments, sates, pledges, notes, financial, financing and other statements, and any and all further agreements, papers, documents and certificates, as may from time to time be required by said Sterling, upon any matters or transactions arising under said agreements or in connection with any further financial arrangements with this corporationrespects; and it was further RESOLVED: That all acts the form, terms and provisions of, and the performance of the of this corporation and/ or their nominees and all agreements, modifications, transfers, assignments, certificates and statements, which they or any of them may do, execute or deliver transactions contemplated by the Loan Documents in pursuance of said agreements and to facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and empowered to endorse the name of this corporation to any and all checks, drafts and other Instruments or orders for the payment of money, payable to this corporation or its order, to deposit the same In any account or accounts of Sterling, with any BANK, BANKER OR TRUST COMPANY, and to deal with any and all such checks, drafts, and other instruments or orders for the payment of money and the proceeds thereof as the property of Sterling ; and it was further RESOLVED: That any BANK. BANKER OR TRUST COMPANY foregoing resolutions be, and they hereby are, authorized, approved and adopted in all respects and the Corporation is hereby authorized to (i) enter into the Loan Documents, (ii) perform its obligations thereunder and requested (iii) take all actions contemplated thereby; and further RESOLVED: That the Corporation hereby adopts, as though the same were presented herewith, any standard form of resolution required by SVB in connection with the Loan Documents, including without limitation, those resolutions attached hereto as Exhibit C; and that any Authorized Officer (as defined below) be, and hereby is, authorized to receive certify the adoption of any such resolution and is directed to record any resolutions so certified in the Corporation’s minute book; and further RESOLVED: That the Chief Executive Officer, President, Chief Financial Officer, Vice President, Assistant Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the Corporation (each, an “Authorized Officer”) at the time in office be, and they hereby are authorized, directed and empowered, for deposit and on behalf of and in the name of the Corporation to make, execute and deliver the Loan Documents together with any and all amendments, supplements, modifications, extensions, restatements, renewals, replacements and any additional agreements, documents and instruments relating to the credit of Sterling without further inquiry, foregoing and all such checksagreements, drafts documents and instruments shall contain such terms, conditions and waivers as such officer or agent deems necessary or desirable in the interest of the Corporation, and the execution of any such officer or agent shall be conclusive proof of the approval of all of the terms and conditions thereof for and on behalf of the Corporation; and further RESOLVED: That the Authorized Officers be, and each of them hereby is, authorized, empowered and directed (i) to execute and deliver in the name of and on behalf of the Corporation any and all additional documents, agreements, certificates and other orders or instruments for the payment or money, payable to this corporation or its order, and that said banks shall be under no liability to this corporation, with respect to the disposition which Sterling may or shall make effectuate any of the same instruments or the proceeds thereof." I further certify that the foregoing resolutions remain or any of the transactions contemplated thereby, all with such changes therein as any said Authorized Officers may deem necessary or desirable, and (ii) to take such action (including without limitation the filing of any and all applications and the payment of any and all expenses), or to cause others to take such action in force and have not been rescinded or modified. I further certify that I am the custodian name of and an) familiar on behalf of the Corporation as may in the judgment of the Authorized Officer so acting be necessary or desirable in connection with, or in the furtherance of, any of the foregoing resolutions or any of the transactions contemplated thereby, the execution and delivery of any such document, agreement, certificate, or other instrument or the taking of any such action shall be conclusive evidence of such Authorized Officer’s authority hereunder to so act; and further RESOLVED: That all actions previously taken by any officer or manager of the Corporation in connection with any matter referred to in or contemplated by any of the foregoing resolutions are hereby ratified, confirmed and approved in all respects as if such actions had been presented to the Board for its approval prior to such actions being taken; and further RESOLVED: That the Corporation is hereby authorized and directed to pay all fees and expenses incurred in connection with the books execution and records performance of said corporation the Loan Documents. This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and nothing contained the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and shall be filed in the Certificate of Incorporation, By-Laws or any other records prohibits the execution minute book of the aforementioned agreements by said corporationCorporation with the minutes of the meetings of the Board. I further certify that the following are duty elected officers of this corporationXxxxx Xxxxxxx Date: PresidentJanuary 20, 2009 Xxxx Xxxxxx Date: January , 2009 Xxxxx Xxxxx Date: January , 2009 Xxxx Xxxxxxxxx TreasurerXxxxxxx Date: January , 2009 Xxxxx X. XxXxxxxxxX. Ting Date: January , 2009 Xxxx Xxxxxxx Date: January , 2009 Xxx XxXxxxxx Date: January , 2009 This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Board. Xxxxx Xxxxxxx Date: January , 2009 Xxxx Xxxxxx Date: January 28, 2009 Xxxxx Xxxxx Date: January , 2009 Xxxx Xxxxxxx Date: January , 2009 Xxxxx X. X. Ting Date: January , 2009 Xxxx Xxxxxxx Date: January , 2009 Xxx XxXxxxxx Date: January , 2009 This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Board. Xxxxx Xxxxxxx Date: January , 2009 Xxxx Xxxxxx Date: January , 2009 Xxxxx Xxxxx Date: January , 2009 Xxxx Xxxxxxx Date: January 28, 2009 Xxxxx X. X. Ting Date: January , 2009 Xxxx Xxxxxxx Date: January , 2009 Xxx XxXxxxxx Date: January , 2009 This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Board. Xxxxx Xxxxxxx Date: January , 2009 Xxxx Xxxxxx Date: January , 2009 Xxxxx Xxxxx Date: January , 2009 Xxxx Xxxxxxx Date: January , 2009 Xxxxx X. X. Ting Date: January 28, 2009 Xxxx Xxxxxxx Date: January , 2009 Xxx XxXxxxxx Date: January , 2009 This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Board. Xxxxx Xxxxxxx Date: January , 2009 Xxxx Xxxxxx Date: January , 2009 Xxxxx Xxxxx Date: January , 2009 Xxxx Xxxxxxx Date: January , 2009 Xxxxx X. X. Ting Date: January , 2009 Xxxx Xxxxxxx Date: January 21, 2009 Xxx XxXxxxxx Date: January , 2009 This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Board. Xxxxx Xxxxxxx Date: January , 2009 Xxxx Xxxxxx Date: January , 2009 Xxxxx Xxxxx Date: January , 2009 Xxxx Xxxxxxx Date: January , 2009 Xxxxx X. X. Ting Date: January , 2009 Xxxx Xxxxxxx Date: January , 2009 Xxx XxXxxxxx Date: January 22, 2009 THIS CONSENT (this “Consent”), is entered into as of January 28, 2009, by the preferred stockholders (each a “Stockholder” and collectively the “Stockholders”) of Imprivata, Inc., a Delaware corporation (the “Company”).

RESOLVED. That the Authorized Officers, with the assistance of counsel be, and each of them hereby is, authorized and directed to take all necessary steps and do all other things necessary and appropriate to effect the listing of the Shares on the Nasdaq Global Market including, if applicable, the filing of a Notification Form for Listing of Additional Shares and the payment of any officer required fees. RESOLVED: That the Authorized Officers are hereby authorized, in the name and on behalf of the Corporation, to take any and all actions and to provide such information, either directly or officers through Aspire, the Agent or their respective counsel, which may be necessary or desirable to obtain the approval of this corporation and/or their nominees the terms of the Purchase Agreement by the Financial Industry Regulatory Authority, Inc., if such approval is required. RESOLVED: That it is desirable and in the best interests of the Corporation that its Common Stock be qualified or registered for sale, to the extent required by law, in various states and other jurisdictions, and that the Authorized Officers are each hereby authorized and empowered, on Its behalf, directed to execute and deliver any and all schedules of assignments of accounts, transfer of instruments, sates, pledges, notes, financial, financing determine the states and other statementsjurisdictions in which appropriate action shall be taken to (i) qualify or register for sale all or such part of such Common Stock and (ii) register the Corporation as a dealer or broker; that the Authorized Officers be, and any and all further agreementshereby are, papers, documents and certificates, as may from time authorized to time be required by said Sterling, upon any matters or transactions arising under said agreements or in connection with any further financial arrangements with this corporation; and it was further RESOLVED: That all acts perform on behalf of the of this corporation and/ or their nominees and all agreements, modifications, transfers, assignments, certificates and statements, which they or any of them may do, execute or deliver in pursuance of said agreements and to facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and empowered to endorse the name of this corporation to any and all checks, drafts and other Instruments or orders for the payment of money, payable to this corporation or its order, to deposit the same In any account or accounts of Sterling, with any BANK, BANKER OR TRUST COMPANY, and to deal with Corporation any and all such checks, draftsacts as the officer so acting may deem necessary or advisable in order to comply with the applicable laws of any such states and other jurisdictions, and other instruments in connection therewith to execute, affix the Corporation’s seal to and file all requisite papers and documents, including, without limitation, applications, resolutions, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and that execution by any of the Authorized Officers of any such paper or orders for document or the payment doing by any of money the Authorized Officers of any act in connection with the foregoing matters shall conclusively establish the authority of the officers so acting therefor from the Corporation and the proceeds thereof as approval and ratification by the property of Sterling ; and it was further RESOLVED: That any BANK. BANKER OR TRUST COMPANY be, and they hereby are, authorized and requested to receive for deposit to the credit of Sterling without further inquiry, all such checks, drafts and other orders or instruments for the payment or money, payable to this corporation or its order, and that said banks shall be under no liability to this corporation, with respect to the disposition which Sterling may or shall make Corporation of the same instruments or papers and documents so executed and the proceeds thereof." I further certify that the foregoing resolutions remain in force and have not been rescinded or modifiedaction so taken. I further certify that I am the custodian of and an) familiar with the books and records of said corporation and nothing contained in the Certificate of Incorporation, By-Laws or any other records prohibits the execution of the aforementioned agreements by said corporation. I further certify that the following are duty elected officers of this corporation: President: Xxxx Xxxxxxxxx Treasurer: Xxxxx X. XxXxxxxxxFURTHER

RESOLVED. That Any such substitution pursuant to (a) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof, if any, and any officer substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate Account on or officers prior to the Business Day immediately preceding such Distribution Date in the month following the month of this corporation and/or their nominees are hereby authorized repurchase and, upon receipt of such deposit and empoweredcertification with respect thereto in the form of Exhibit M hereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at such entity's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on Its behalfthe MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver any an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and all schedules of assignments of accountsshall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. Pursuant to the Custodial Agreement, transfer of the Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the Trustee and the Servicer an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, satescertificates or other papers to determine that the same are genuine, pledgesenforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the Custodial Agreement, notesnot later than 90 days after the end of the Pre- Funding Period, financialthe Custodian is required to deliver to the Depositor, financing the Seller, the Trustee and other statementsthe related Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the Custodial Agreement, the Custodian will be required to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any and all further agreements, papers, documents and certificates, as may Certificateholder against the Seller. The Trustee shall pay to the Custodian from time to time be required reasonable compensation for all services rendered by said Sterlingit hereunder or under the Custodial Agreement, and the Trustee shall pay or reimburse the Custodian upon any matters its request for all reasonable expenses, disbursements and advances incurred or transactions arising under said agreements or made by the Custodian in connection accordance with any further financial arrangements with this corporation; and it was further RESOLVED: That all acts of the provisions of this corporation and/ or their nominees and all agreements, modifications, transfers, assignments, certificates and statements, which they or any of them may do, execute or deliver in pursuance of said agreements and to facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and empowered to endorse the name of this corporation to any and all checks, drafts and other Instruments or orders for the payment of money, payable to this corporation or its order, to deposit the same In any account or accounts of Sterling, with any BANK, BANKER OR TRUST COMPANY, and to deal with any and all such checks, drafts, and other instruments or orders for the payment of money and the proceeds thereof as the property of Sterling ; and it was further RESOLVED: That any BANK. BANKER OR TRUST COMPANY be, and they hereby are, authorized and requested to receive for deposit to the credit of Sterling without further inquiry, all such checks, drafts and other orders or instruments for the payment or money, payable to this corporation or its order, and that said banks shall be under no liability to this corporation, with respect to the disposition which Sterling may or shall make of the same instruments Agreement or the proceeds thereofCustodial Agreement, except any such expense, disbursement or advance as may arise from its negligence or bad faith." I further certify that the foregoing resolutions remain in force and have not been rescinded or modified. I further certify that I am the custodian of and an) familiar with the books and records of said corporation and nothing contained in the Certificate of Incorporation, By-Laws or any other records prohibits the execution of the aforementioned agreements by said corporation. I further certify that the following are duty elected officers of this corporation: President: Xxxx Xxxxxxxxx Treasurer: Xxxxx X. XxXxxxxxx