THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.18

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of November 20, 2017, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and BIONANO GENOMICS, INC., a Delaware corporation (“Borrower”).

RECITALS

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of March 8, 2016, as amended from time to time, including by that certain First Amendment to Loan and Security Agreement dated as of December 9, 2016, and that certain Second Amendment to Loan and Security Agreement dated as of May 2, 2017 (collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. The following defined terms in Section 1.1 of the Agreement hereby are added, amended or restated as follows:

“Third Amendment Effective Date” means November 20, 2017.”

2. New subsection (e) hereby is added to the end of Section 2.6 of the Agreement to read as follows:

“(e) Third Amendment Fee. An amendment fee equal to Seventeen Thousand Five Hundred Dollars ($17,500) (the “Third Amendment Fee”) which shall be nonrefundable, due on the earliest to occur of (a) the Term Loan Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).”

3. Section 6.8 of the Agreement hereby is amended and restated in its entirety to read as follows:

“6.8 Funding Milestones.

(i) On or after the Third Amendment Effective Date and on or before November 27, 2017, Borrower shall have received at least One Million Five Hundred Thousand Dollars ($1,500,000) of gross cash proceeds (provided that Borrower shall only incur a reasonable amount of transaction expenses in connection therewith) from the sale or issuance of its equity securities or Subordinated Debt to investors and on terms and conditions reasonably acceptable to Bank.

(ii) On or after the Third Amendment Effective Date and on or before December 31, 2017, Borrower shall have received at least Fifteen Million Dollars ($15,000,000) (excluding amounts received in connection with 6.8(i)) of gross cash prgceeds (provided that Borrower shall only incur a reasonable amount of transaction expenses in connection therewith) from the sale or issuance of its equity securities or Subordinated Debt to investors and on terms and conditions reasonably acceptable to Bank.”

4. Exhibit C to the Agreement hereby is replaced with Exhibit C attached hereto.

5. Exhibit D to the Agreement hereby is replaced with Exhibit D attached hereto.

6. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.

1

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

BIONANOGENOMICS, INC., a Delaware corporation
By:		/s/ R. Xxxx Xxxxxxx
Name		R. Xxxx Xxxxxxx
Title:		CEO
WESTERN ALLIANCE BANK, an Arizona corporation
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		VP, Portfolio Management

[Signature Page to Third Amendment to Loan and Security Agreement]

EXHIBIT C

2017 annual financial projections (effective as of September 30, 2017)

[to be attached]

						Financial Performance for 2017
						January				February				March				April				May				June				July				August				September				October				November				December				Full Year
				Revenue:
				Instrument			$13,700				$7,659				$1,341,799				$794,847				$330,998				$657,989				$1,179,420				$304,200				$810,000				$540,000				$540,000				$1,080,000				$7,600,612
				Cartridge			$16,958				$83,660				$60,090				$85,065				$17,383				$51,361				$102,174				$45,000				$134,000				$94,200				$94,200				$139,750				$923,841
				Kit			$18,245				$24,844				$26,893				$22,421				$21,320				$34,050				$35,857				$38,200				$40,200				$32,970				$32,970				$41,925				$369,894
				Other			$40,421				$40,421				$38,963				$46,849				$39,928				$41,711				$57,885				$43,000				$40,000				$40,000				$40,000				$40 000				$509,178
				Service			$0				$0				$0				$0				$30,000				$15,000				$0				$25,000				$5,000				$5,000				$5,000				$5,000				$90,000
				Grant																																																			$0
				Total Revenue			$89,324				$156,584				$1,467,745				$949,182				$439,629				$800,111				$1,375,336				$455,400				$1,029,200				$712,170				$712,170				$1,306,675				$9,493,525
				Total COGS			$41,899				$53,578				$1,186,116				$592,872				$278,326				$457,664				$871,520				$251,768				$597,168				$419,289				$419,289				$764,192				$5,933,680
				Gross Margin			$47,425				$103,006				$281,629				$356,309				$161,304				$342,446				$503,816				$203,632				$432,032				$292,881				$292,881				$542,483				$3,559,845
				GM%			53.1%				65.8%				19.2%				37.5%				36.7%				42.8%				36.6%				44.7%				42.0%				41.1%				41.1%				41.5%				37.5%
				Operating Expenses:
				Operations			$125,771				$140,448				$134,904				$142,828				$156,464				$192,303				$153,144				$153,144				$124,835				$123,585				$123,585				$124,835				$1,695,846
				General & Administrative			$402,408				$323,674				$538,195				$345,803				$343,881				$657,919				$468,612				$643,881				$518,506				$341,150				$329,150				$468,506				$5,381,686
				Sales & Marketing			$547,824				$461,654				$793,393				$721,478				$454,213				$599,853				$489,833				$489,833				$804,506				$473,199				$454,099				$804,506				$7,094,389
				Research			$111,001				$128,959				$163,839				$139,702				$126,091				$173,282				$114,639				$114,639				$0				$0				$0				$0				$1,072,152
				Development			$920,535				$790,998				$948,410				$985,590				$1,011,837				$797,226				$804,952				$804,952				$548,518				$488,995				$494,995				$548,518				$9,145,525
				Total Operating Expenses			$2,107,539				$1,845,733				$2,578,741				$2,335,400				$2,092,485				$2,420,582				$2,031,180				$2,206,449				$1,996,365				$1,426,929				$1,401,829				$1,946,365				$24,389,599
				% of Rev			2359.4%				1178.7%				175.7%				246.0%				476.0%				302.5%				147.7%				484.5%				194.0%				200.4%				196.8%				149.0%				256.9%
				Total Operating Income			($2,060,114	)			($1,742,727	)			($2,297,112	)			($1,979,091	)			($1,931,182	)			($2,078,136	)			($1,527,364	)			($2,002,817	)			($1,564,333	)			($1,134,048	)			($1,108,948	)			($1,403,882	)			($20,829,754	)
				Other Expense/(Income)			$45,324				$45,988				$89,357				$48,950				$49,138				$6,927				$69,778				$45,000				$45,000				$45,000				$45,000				$45,000				$580,462
				Net Income			($2,105,438	)			($1,788,715	)			($2,386,469	)			($2,028,042	)			($1,980,319	)			($2,085,063	)			($1,597,142	)			($2,047,817	)			($1,609,333	)			($1,179,048	)			($1,153,948	)			($1,448,882	)			($21,410,216	)

				Financial Performance for 2017
				January				February				March				April				May				June				July				August				September				October				November				December				Full Year
Balance Sheet
Assets:
Cash					3,690,459				6,002,291				4,793,007				2,843,537				3,188,432				5,714,454				4,557,885				4,791,410				3,281,887				2,297,680				1,639,603				83,057
Receivables					1,490,768				1,219,876				1,983,595				2,281,781				1,440,721				1,409,137				2,131,773				1,951,773				2,130,773				2,042,773				1,725,743				2,320,248
Prepaid					1,388,023				1,624,149				3,585,679				3,183,223				3,863,488				3,903,122				2,624,011				3,224,011				2,954,011				2,954,011				2,954,011				2,554,011
Inventory					1,838,196				1,931,940				2,095,794				2,097,262				1,712,060				1,544,022				2,158,299				2,158,299				1,958,299				1,958,299				2,008,299				2,008,299
Other Current Assets					34,942				24,523				29,894				25,606				7,838				3,148				3,148				3,148				3,148				3,148				3,148				3,148
Current Assets					8,442,388				10,802,778				12,487,970				10,431,409				10,212,538				12,573,883				11,475,115				12,128,641				10,328,118				9,255,910				8,330,803				6,968,762
PP&E					3,797,088				3,696,791				3,626,030				3,511,898				3,552,463				3,445,249				3,338,034				3,381,019				3,277,019				3,189,988				3,087,957				2,985,926
Intangible Assets					0				0				0				0				0				0				0				0				0				0				0				0
Other Non-Current Assets					69,619				67,308				64,997				62,686				0				0				0				0				0				0				0				0
Non-Current Assets					3,866,707				3,764,099				3,691,027				3,574,584				3,552,463				3,445,249				3,338,034				3,381,019				3,277,019				3,189,988				3,087,957				2,985,926
TOTAL ASSETS					12,309,095				14,566,876				16,178,996				14,005,993				13,765,002				16,019,132				14,813,149				15,509,660				13,605,137				12,445,898				11,418,761				9,954,689
Liabilities:
Accounts Payable					976,172				800,585				2,374,274				1,579,108				1,468,825				1,311,368				1,565,397				1,565,397				1,445,397				1,445,397				1,545,397				1,545,397
Unearned Revenue					570,774				555,021				534,348				502,160				372,898				366,977				364,771				376,771				374,271				371,771				369,271				366,771
Other Current Liabilities					2,277,994				2,362,163				2,392,354				2,582,442				3,307,167				3,187,148				3,473,172				3,473,172				3,473,172				3,473,172				3,473,172				3,473,172
Payroll Liabilities					1,621,893				804,389				1,126,400				1,155,482				1,081,551				1,443,132				1,382,738				1,132,738				992,738				1,027,738				1,069,738				1,069,738
Tax Liabilities					111,677				112,831				136,746				127,471				149,197				150,663				151,391				151,391				151,391				151,391				151,391				151,391
Short-Term Debt					1,944,444				2,138,889				2,333,333				2,527,778				2,640,769				2,835,214				3,029,658				3,224,102				3,418,546				3,612,990				3,807,434				4,001,878
Current Liabilities					7,502,954				6,773,876				8,897,457				8,474,440				9,020,408				9,294,502				9,967,127				9,923,571				9,855,515				10,082,459				10,416,403				10,608,347
Long-Term Debt					5,055,556				4,861,111				4,666,667				4,472,222				4,051,102				3,858,969				3,666,835				3,474,701				3,282,567				3,090,433				2,898,299				2,706,165
Other Long-Term Liability					980,386				967,970				955,555				943,139				930,724				918,308				900,579				885,579				870,579				855,579				840,579				825,579
Long-Term Liabilities					6,035,942				5,829,082				5,622,222				5,415,362				4,981,826				4,777,277				4,567,414				4,360,280				4,153,146				3,946,012				3,738,878				3,531,744
TOTAL LIABILITIES					13,538,895				12,602,958				14,519,678				13,889,802				14,002,234				14,071,779				14,534,541				14,283,851				14,008,661				14,028,471				14,155,281				14,140,091
																	(12,416	)			(12,416	)			(12,416	)			(17,730	)							(15,000	)			(15,000	)			(15,000	)			(15,000	)
Equity:
Share Capital					6,871				6,871				6,871				6,871				11,853				11,853				11,853				6,870				6,870				6,870				6,870				6,870
Additional Paid-in-Capital					112,167,907				117,167,907				119,257,907				119,757,907				121,381,439				125,682,444				125,630,763				128,630,763				128,630,763				128,630,763				128,630,763				128,630,763
Warrants					4,487,807				4,487,807				4,487,407				4,487,807				4,585,312				4,585,312				4,585,312				4,585,312				4,585,312				4,585,312				4,585,312				4,585,312
Share Issue Costs					(1,031,112	)			(1,049,372	)			(1.056,037	)			(1,068,500	)			(1,153,677	)			(1,171,749	)			(1,184,743	)			(1,184,743	)			(1,204,743	)			(1,204,743	)			(1,204,743	)			(1,204,743	)
Shareholders Equity					115,631,473				120,613,213				122,696,547				123,184,084				124,824,927				129,107,859				129,043,183				132,038,201				132,018,201				132,018,201				132,018,201				132,018,201
Retained Earnings (Loss)					($116,861,272	)			($118,649,292	)			($121,037,227	)			($123,067,891	)			($125,062,159	)			($127,160,506	)			($128,764,575	)			($130,812,392	)			($132,421,725	)			($133,600,773	)			($134,754,721	)			($136,203,603	)
TOTAL EQUITY					($1,229,800	)			$1,963,921				$1,659,320				$116,193				($237,232	)			$1,947,353				$278,638				$1,225,808				($403,525	)			($1,582,572	)			($2,736,520	)			($4,185,402	)
TOTAL LIABILITIES & EQUITY					12,309,096				14,566,879				16,178,999				14,005,995				13,765,002				16,019,132				14,813,149				15,509,660				13,605,137				12,445,899				11,418,761				9,954,689
					1				$2				$2				$2				$0				$0				$0				$0				$0				$0				$0				$0

				Financial Performance for 2017
				January				February				March				April				May				June				July				August				September				October				November				December				Full Year
Cash Flow Statement
Operating:
Net Income					($2,105,438	)			($1,788,020	)			($2,387,934	)			($2,030,665	)			($1,991,349	)			($2,098,347	)			($1,604,069	)			($2,047,817	)			($1,609,333	)			($1,179,045	)			($1,153,948	)			($1,448,882	)			($21,444,850	)
Depreciation					107,215				107,215				107,215				107,215				130,300				107,215				107,215				104,341				104,341				104,341				104,341				104,341				$1,285,293
Amortization					0				0				0				0				0				0				0				0				0				0				0				0
Convertible Debt interest					0				0				0				0				(308,128	)			2,311				2,111				0				0				0				0				0
Stock-Based Compensation Expense					0				0				90,000				0				0				90,000				0				0				0				0				0				0
Deferred Tax Asset					0				0				0				0				0				0				0				0				0				0				0				0
Total Items not affecting cash					107,215				107,215				197,215				107,215				(177,828	)			199,526				109,526				104,341				104,341				104,341				104,341				104,341
Investments					0				0				0				0				0				0				0				0				0				0				0				0
Receivables					641,561				270,892				(763,719	)			(298,186	)			841,060				(212,916	)			(478,135	)			180,000				(179,000	)			88,000				317,030				(594,505	)
Prepaid					87,399				(263,126	)			(1,961,530	)			402,457				(680,265	)			(39,634	)			1,279,111				(600,000	)			270,000				0				0				400,000
Inventory					(40,871	)			(93,744	)			(163,854	)			(1,463	)			385,202				168,038				(614,277	)			0				200,000				0				(50,000	)			0
Other Current Assets					(10,420	)			10,420				(5,371	)			4,288				17,769				4,689				0				0				0				0				0				0
Accounts Payable					(49,166	)			(175,587	)			1,573,689				(795,166	)			(110,283	)			(157,457	)			254,029				0				(120,000	)			0				100,000				0
Other Current Liabilities					(340,673	)			68,416				9,519				157,900				595.463				118,560				39,318				12,000				(2,500	)			(2,500	)			(2,500	)			(2,500	)
Payroll Liabilities					45,752				(817,504	)			322,012				29,082				(73,931	)			361,581				(60,394	)			(250,000	)			(140,000	)			35,000				42,000				0
Federal Tax Liabilities					0				0				0				0				0				0				0				0				0				0				0				0
State & Local Tax Liabilities					0				0				0				0				0				0				0				0				0				0				0				0
Sales Tax Liabilities					218				1,154				23,916				(9,276	)			21,727				1,466				728				0				0				0				0				0
Non-Current Liabilities					(52,215	)			(12,416	)			(12,416	)			(12,416	)			(12,416	)			(12,416	)			(17,730	)			(15,000	)			(15,000	)			(15,000	)			(15,000	)			(15,000	)
Changes in non-cash operating working capital					281,584				(984,496	)			(977,755	)			(522,786	)			984,325				231,911				402,650				(673,000	)			13,500				105,500				391,530				(212,005	)
Total Operating Cash Flow					(1,716,639	)			(2,665,301	)			(3,168,474	)			(2,446,236	)			(1,184,852	)			(1,666,910	)			(1,091,893	)			(2,616,476	)			(1,491,492	)			(969,207	)			(658,077	)			(1,556,546	)			($21,232,103	)
Investing:
Property, Plant, and Equipment					$0				($6,918	)			($36,454	)			$6,918				($170,865	)			$0				$0				($150,000	)			($13,031	)			S0												($370,350	)
Intangible Assets					$0				$0				$0				$0				$0				0				0				0				0				0				0				0
Other Non-Current Assets					$2,311				$2,311				$2,311				$2,311				$62,686				0				0				0				0				0				0				0
Total Investing Cash Flow					2,311				(4,607	)			(34,143	)			9,228				(108,179	)			-				-				(150,000	)			(23,031	)			-				-				-
Financing:
Cash Provided (Used) by Debt					0				0				0				0				0				0				0				0				0				0				0				0
Provided (Used) by Common Stock					0				0				0				0				0				0				0				0				0				0				0				0
Cash Provided (Used) by Series A					0				0				0				0				0				0				0				0				0				0				0				0
Cash Provided (Used) by Series B					0				0				0				0				0				0				0				0				0				0				0				0
Provided (Used) by Series B Extension					0				0				0				0				0				0				0				0				0				0				0				0
Cash Provided (Used) by Series C					0				0				0				0				0				0				0				0				0				0				0				0
Cash Provided (Used) by Series D					0				(18,260	)			(6,666	)			(12,463	)			(11,161	)			(18,073	)			(12,994	)			0				0				0				0				0
Cash Provided (Used) by Series D-1					0				5,000,000				2,000,000				500,000				1,649,087				4,211,005				(51,682	)			3,000,000				(5,000	)			(15,000	)			0				0
Total Financing Cash Flow					-				4,981,740				1,993,334				487,537				1,637,926				4,192,932				(64,676	)			3,000,000				(5,000	)			(15,000	)			-				-				16,208,794
NET CASH FLOW					(1,714,328	)			2,311,833				(1,209,283	)			(1,949,470	)			344,895				2,526,022				(1,156,569	)			233,524				(1,509,523	)			(984,207	)			(658,077	)			(3,556,546	)			(5,321,730	)
Cash, Beginning of Period					5,404,787				3,690,459				6,002,291				4,793,008				2,843,538				3,188,432				5,714,454				4,557,886				4,791,410				3,281,887				2,297,680				1,639,603
Cash, End of Period					3,690,459				6,002,291				4,793,008				2,843,538				3,188,432				5,714,434				4,557,886				4,791,410				3,281,887				2,297,680				1,639,603				83,057

EXHIBIT D

COMPLIANCE CERTIFICATE

TO:         WESTERN ALLIANCE BANK, an Arizona corporation

FROM:         BIONANO GENOMICS, INC.

The undersigned authorized officer of BIONANO GENOMICS, INC. hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending                      with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof except as noted below; provided that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenant		Required				Complies
Annual financial statements (CPA Audited)		FYE within 180 days				Yes		No
Monthly financial statements and Compliance Certificate		Prior to each Credit Extension, and monthly within 30 days				Yes		No
10K and 10Q		(as applicable)				Yes		No
Annual operating budget, sales projections and operating plans approved by board of directors		Annually no later than 45 days after the beginning of each fiscal year				Yes		No
Deposit balances with Bank		$
Deposit balance outside Bank		$

Financial Covenant		Required		Actual		Complies
Funding Milestones		Receipt of (i) $1,500,000 on or before November 27, 2017 and (ii) $15,000,000 on or before December 31, 2017 of gross cash proceeds from the sale or issuance of its equity securities or Subordinated Debt		$                          $                          $		Yes Yes Yes		No No No
Minimum Cash with Bank		ratio of (i) minimum unrestricted cash in accounts with Bank to (ii) Indebtedness to Bank, of at least 0.75 to 1.00		;		Yes		No
Performance to Plan (monthly; T6M)		At least 75% of the     % projections (see Exhibit C)				Yes		No

Comments Regarding Exceptions: See Attached. Sincerely,				BANK USE ONLY Received by:                                                                                AUTHORIZED SIGNER Date:                                                                                            Verified:
SIGNATURE				AUTHORIZED SIGNER Date:
TITLE
DATE				Compliance Status                                     Yes                No

CORPORATE RESOLUTIONS TO BORROW

Borrower: BIONANO GENOMICS, INC.

I, the undersigned Secretary or Assistant Secretary of BIONANO GENOMICS, INC. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware.

I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the 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

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 Western Alliance 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.

Execute Loan Documents. To execute and deliver to Bank that certain Loan and Security Agreement dated as March 8, 2016 (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, including but not limited to that certain First Amendment to Loan and Security Agreement dated as of December 9, 2016 and that certain Second Amendment to Loan and Security Agreement dated as of May 2, 2017 (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.

Grant Security. To grant a security interest to Bank in the Collateral described in the Loan Documents, which security interest shall secure all of the Corporation’s Obligations, as described in the Loan Documents.

Negotiate Items. To draw, endorse, and discount with Bank all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the account of the Corporation with Bank, or to cause such other disposition of the proceeds derived therefrom as they may deem advisable.

Warrants. To issue Bank warrants to purchase the Corporation’s capital stock.

Letters of Credit. To execute letter of credit applications and other related documents pertaining to Bank’s issuance of letters of credit.

Corporate Credit Cards. To execute corporate credit card applications and agreements and other related documents pertaining to Bank’s provision of corporate credit cards.

Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances thereunder, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as they may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of these Resolutions.

BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written notice of their revocation shall have been delivered to and received by Bank. Any such notice shall not affect any of the Corporation’s agreements or commitments in effect at the time notice is given.

I FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the Corporation, as the case may be, and occupy the positions set forth opposite their respective names; that the foregoing Resolutions now stand of record on the books of the Corporation; and that the Resolutions are in full force and effect and have not been modified or revoked in any manner whatsoever.

IN WITNESS WHEREOF, I have hereunto set my hand on November 20, 2017 and attest that the signatures set opposite the names listed above are their genuine signatures.

CERTIFIED AND ATTESTED BY:

X