Common use of Corporate Resolution Clause in Contracts

Corporate Resolution. The undersigned Clerk/Secretary/Assistant Clerk/Secretary of Hampshire Designers, Inc. ("Company"), a corporation duly organized and existing under the laws of the State of Delaware hereby certifies that, X at a meeting of the Board of Directors of the Company duly called and held at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ of New York on February 7, 1996, at which meeting a quorum was continuously present ____ pursuant to a unanimous written consent of all members of the Board of Directors the following resolutions were unanimously adopted, are now in full force and effect and have not been modified or rescinded in any manner: RESOLVED that any _____________________ ( ________________) of the following persons: _____ President _____ any Assistant Treasurer X any Vice President _____ Clerk/Secretary _____ any Assistant Vice President X any Assistant Clerk/Secretary X Treasurer _____ Other (collectively "Authorized Party") is authorized and empowered to perform one or more of the following actions (if checked) with Merchants National Bank ("Lender"); for and on behalf of the Company and on such terms and conditions as any Authorized Party may deem advisable in his sole discretion (The execution of any agreement, document or instrument shall constitute a conclusive presumption that the terms, covenants and conditions of said documents so signed are agreed to by and binding on the Company): X Open and maintain any safety deposit boxes, lock boxes and escrow, savings, checking, depository, or other accounts; X Assign, negotiate, endorse and deposit in and to such boxes and accounts any checks, drafts, notes and other instruments and funds payable to or belonging to the Company. X Withdraw any funds or draw, sign and deliver in the name of the Company any check or draft against funds of the Company in such boxes or accounts; Implement additional depository and funds transfer services (including, but no limited to, facsimile signature authorizations, wire transfer agreements, automated clearing house agreements, and payroll deposit programs); X Obtain one or more loans or other forms of financing in any amount from the Lender (including, but not limited to, a $ _______ promissory note or line of credit);

Corporate Resolution. The undersigned Clerk/Secretary/Assistant Clerk/duly elected and qualified [Assistant] Secretary of Hampshire Designers, Inc. ▇▇▇▇▇.▇▇▇ PG Acquisition Corporation ("the “Company"), ”) do hereby certify that the following is a corporation duly organized true and existing under the laws correct copy of the State of Delaware hereby certifies that, X certain resolutions adopted at a meeting of the Company’s Board of Directors of held on in accordance with applicable law and the Company duly called Company’s bylaws, and held at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ of New York on February 7, 1996, at which meeting a quorum was continuously present ____ pursuant to a unanimous written consent of all members of the Board of Directors the following that such resolutions were unanimously adopted, are now unmodified and in full force and effect and have not been modified or rescinded in any mannereffect: RESOLVED that any _____________________ ( ________________BE IT RESOLVED, that: 1) Any one (1) of the following persons: _____ President _____ any Assistant Treasurer X any Vice President _____ Clerk/Secretary _____ any Assistant Vice President X any Assistant Clerk/Secretary X Treasurer _____ Other (collectively "Authorized Party") is authorized and empowered to perform one or more of the following actions (if checked) with Merchants National Bank ("Lender"); for and on behalf following, duly elected officers of the Company (each, an “Authorized Officer”) whose genuine original signature appears next to his or her name is authorized to act for, on behalf of, and on such terms and conditions as any Authorized Party may deem advisable in his sole discretion (The execution of any agreement, document or instrument shall constitute a conclusive presumption that the terms, covenants and conditions of said documents so signed are agreed to by and binding on the Company): X Open and maintain any safety deposit boxes, lock boxes and escrow, savings, checking, depository, or other accounts; X Assign, negotiate, endorse and deposit in and to such boxes and accounts any checks, drafts, notes and other instruments and funds payable to or belonging to the Company. X Withdraw any funds or draw, sign and deliver in the name of the Company in connection with the resolutions below: 2) Any Authorized Officer may borrow money from time to time from Bank, and may negotiate and procure loans, letters of credit, foreign exchange contracts and other financial accommodations from Bank, including without limitation, that certain Loan and Security Agreement dated as of June 26, 2009, and also to execute and deliver to Bank one or more renewals, extensions, or modifications thereof; 3) Give security for any check or draft against funds liabilities of the Company to Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible or intangible of the Company; 4) Purchase, sell, exchange, assign, endorse for transfer and/or deliver certificates and/or instruments representing stocks, bonds, evidences of Indebtedness or other securities owned by the Company, whether or not registered in the name of the Company 5) Discount with the Bank, commercial or other business paper belonging to the Company made or drawn by or upon third parties, without limit as to amount; 6) The Bank is authorized and directed to pay the proceeds of any such boxes loans or accountsdiscounts as directed by the persons so authorized to sign; 7) Issue a warrant or warrants to purchase the Company’s capital stock; Implement additional depository and 8) Execute and funds transfer services (includingdeliver in form and content as may be required by the Bank any and all notes, but no limited toevidences of indebtedness, facsimile signature authorizationsapplications for letters of credit, wire transfer guaranties, subordination agreements, automated clearing house loan and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts and payroll deposit programsother agreements, instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate to all or to substantially all of the Company’s property and assets; 9) The Authorized Officers may designate additional or alternate individuals as being authorized to request loan advances, 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 he or she may in his or her discretion deem reasonably necessary or proper in order to carry into effect the provisions of these Resolutions. 10) Any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, and the authority conferred herein may be exercised singly by any such officer, and these resolutions shall continue in full force and effect until written notice of modification or revocation is received and accepted Bank (such notice to have no effect on any action previously taken by the Bank in reliance on these Resolutions). Bank may rely upon any form of notice, which it in good faith believes to be genuine or what it purports to be. 11) The Resolutions are in full force and effect as of the date of this Certificate and are intended to replace, as of this date, any Resolutions previously given by the Company to Bank in connection with the matters described herein; X Obtain one or more loans or other forms of financing in any amount from the Lender (including, but not limited to, a $ _______ promissory note or line of credit);these Resolutions and any

Corporate Resolution. The undersigned Clerk/Secretary/Assistant Clerk/Secretary of Hampshire Designers, Inc. ("Company"), a corporation duly organized and existing under the laws of the State of Delaware hereby certifies that, X at This is to certify that a meeting of the Board of Directors of ▇▇▇▇ PHILIPPE FRAGRANCES, INC., a corporation of the Company State of , held on the day of , 1995, at its principal office at , Kearny, New Jersey, at which time there was a quorum present, the following Resolution was duly called adopted and held at unanimously passed: BE IT RESOLVED, that the Corporation entered into an Agreement with FORSGATE INDUSTRIAL COMPLEX for premises commonly known as ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, South Brunswick, New Jersey, for a period of eight (8) years in accordance with a certain draft of lease attached. BE IT FURTHER RESOLVED, that the President and/or Vice President and Secretary be and they are hereby authorized to execute the Agreement (Lease) and to affix the corporate seal thereto. That the officers referred to in the foregoing Resolution are as follows: President: __________________ Vice President: __________________ Secretary: __________________ I hereby certify that the foregoing Resolution was duly adopted by the Board of Directors of ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇PHILIPPE FRAGRANCES, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇INC., ▇▇▇▇▇ a corporation of New York on February 7, 1996the State of , at which a meeting a quorum was continuously present held on the day of , 1995, and that the above- named officers are duly qualified and hold the offices stated aforesaid. ____ pursuant to a unanimous written consent of all members of the Board of Directors the following resolutions were unanimously adopted, are now in full force and effect and have not been modified or rescinded in any manner: RESOLVED that any ______________________________ ( ________________Secretary SCHEDULE A DESCRIPTION OF TAX ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇, TOWNSHIP OF SOUTH BRUNSWICK, MIDDLESEX COUNTY, NEW JERSEY. Begining at a point in the southerly line of ▇▇▇▇▇▇ Road (as widened to thirty-three (33) feet from the center line ), where the same is intersected by the division line between lot 15 and lot l6 in Tax Block 10, said point being one thousand one hundred forty-nine and twenty-seven hundredths (1,149.27) feet northwesterly from the point of intersection formed by the northeasterly prolongation of the following persons: _____ President _____ any Assistant Treasurer X any Vice President _____ Clerk/Secretary _____ any Assistant Vice President X any Assistant Clerk/Secretary X Treasurer _____ Other westerly line of Cranbury-South River Road (collectively "Authorized Party"as widened) is authorized and empowered to perform one or more the southeasterly prolongatlon of the following actions southerly line of ▇▇▇▇▇▇ Road (if checked) with Merchants National Bank ("Lender"as widened); for and on behalf of running: - Thence (l) northwesterly, along the Company and on such terms and conditions as any Authorized Party may deem advisable in his sole discretion (The execution of any agreement, document or instrument shall constitute a conclusive presumption that the terms, covenants and conditions of said documents so signed are agreed to by and binding on the Company): X Open and maintain any safety deposit boxes, lock boxes and escrow, savings, checking, depository, or other accounts; X Assign, negotiate, endorse and deposit in and to such boxes and accounts any checks, drafts, notes and other instruments and funds payable to or belonging to the Company. X Withdraw any funds or draw, sign and deliver in the name of the Company any check or draft against funds of the Company in such boxes or accounts; Implement additional depository and funds transfer services (including, but no limited to, facsimile signature authorizations, wire transfer agreements, automated clearing house agreements, and payroll deposit programs); X Obtain one or more loans or other forms of financing in any amount from the Lender (including, but not limited to, a $ _______ promissory note or southerly line of credit▇▇▇▇▇▇ Road (as widened) north seventy-two degrees fifty-one minutes west (N 72 degrees-51'W), six hundred forty-four and no hundredths (644.00) feet to a point;

Corporate Resolution. The undersigned Clerk/Secretary/Assistant Clerk/Secretary duly elected and qualified officer of Hampshire Designers, Inc. ("Company"), a corporation duly organized and existing under the laws of the State of Delaware hereby certifies that, X at a meeting of the Board of Directors of the Company duly called and held at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇PHARMACEUTICALS, ▇▇▇▇▇ INC. (the “Company”) certifies that the following is a true and correct copy of New York on February 7, 1996, at which meeting a quorum was continuously present ____ pursuant to a unanimous written consent of all members of certain resolutions adopted by the Company’s Board of Directors in accordance with applicable law and the following Company’s bylaws, and that such resolutions were unanimously adopted, are now unmodified and in full force and effect and have not been modified or rescinded in any mannereffect: RESOLVED that any _____________________ ( ________________BE IT RESOLVED, that: 1) Any one (1) of the following persons: _____ President _____ any Assistant Treasurer X any Vice President _____ Clerk/Secretary _____ any Assistant Vice President X any Assistant Clerk/Secretary X Treasurer _____ Other (collectively "Authorized Party") is authorized and empowered to perform one or more of the following actions (if checked) with Merchants National Bank ("Lender"); for and on behalf following, duly elected officers of the Company (each, an “Authorized Officer”) whose genuine original signature appears next to his or her name is authorized to act for, on behalf of, and on such terms and conditions as any Authorized Party may deem advisable in his sole discretion (The execution of any agreement, document or instrument shall constitute a conclusive presumption that the terms, covenants and conditions of said documents so signed are agreed to by and binding on the Company): X Open and maintain any safety deposit boxes, lock boxes and escrow, savings, checking, depository, or other accounts; X Assign, negotiate, endorse and deposit in and to such boxes and accounts any checks, drafts, notes and other instruments and funds payable to or belonging to the Company. X Withdraw any funds or draw, sign and deliver in the name of the Company in connection with the resolutions below: 2) Any Authorized Officer may: a) Borrow money from time to time from Pacific Western Bank (the “Bank”), and may negotiate and procure loans, letters of credit, foreign exchange contracts and other financial accommodations from Bank, including without limitation, that certain Loan and Security Agreement dated as of June 29, 2018, and also to execute and deliver to Bank one or more renewals, extensions, or modifications thereof; b) Give security for any check or draft against funds liabilities of the Company to Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible or intangible of the Company; c) Purchase, sell, exchange, assign, endorse for transfer and/or deliver certificates and/or instruments representing stocks, bonds, evidences of Indebtedness or other securities owned by the Company, whether or not registered in the name of the Company; d) Discount with the Bank, commercial or other business paper belonging to the Company made or drawn by or upon third parties, without limit as to amount; e) Authorize and direct the Bank to pay the proceeds of any such boxes loans or accounts; Implement additional depository discounts as directed by the persons so authorized to sign; f) [Reserved]; g) Execute and funds transfer services (includingdeliver in form and content as may be required by the Bank any and all notes, but no limited toevidences of indebtedness, facsimile signature authorizationsapplications for letters of credit, wire transfer guaranties, subordination agreements, automated clearing house loan and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts and payroll deposit programsother agreements, instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate to all or to substantially all of the Company’s property and assets; 3) The Authorized Officers may designate additional or alternate individuals as being authorized to request loan advances, 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 he or she may in his or her discretion deem reasonably necessary or proper in order to carry into effect the provisions of these Resolutions. 4) Any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, and the authority conferred herein may be exercised singly by any such officer, and these resolutions shall continue in full force and effect until written notice of modification or revocation is received and accepted by Bank (such notice to have no effect on any action previously taken by the Bank in reliance on these Resolutions). Bank may rely upon any form of notice, which it in good faith believes to be genuine or what it purports to be. 5) The Resolutions are in full force and effect as of the date of this Certificate and are intended to replace, as of this date, any Resolutions previously given by the Company to Bank in connection with the matters described herein; X Obtain one these Resolutions and any borrowings or more loans financial accommodations under these Resolutions have been properly noted in the corporate books and records, and have not been rescinded, revoked or modified; neither the foregoing Resolutions nor any actions to be taken pursuant to them are or will be in contravention of any provision of the articles of incorporation or bylaws of the Company or of any agreement, indenture or other forms instrument to which the Company is a party or by which it is bound; and to the extent the articles of financing incorporation or bylaws of the Company or any agreement, indenture or other instrument to which the Company is a party or by which it is bound require the vote or consent of shareholders of the Company to authorize any act, matter or thing described in any amount from the Lender foregoing Resolutions, such vote or consent has been obtained. In Witness Whereof, I have affixed my name as (includingtitle) on June 29, but not limited to, a $ _______ promissory note or line of credit);2018.

Corporate Resolution. The undersigned Clerk/Secretary/Assistant Clerk/Secretary of Hampshire Designers, Inc. ("Company"), a corporation duly organized and existing under the laws of the State of Delaware hereby certifies that, X at This is to certify that a meeting of the Board of Directors of JEAN PHILIPPE FRAGRANCES, INC., a corporation of the Company State of , held on the day of , 1995, at its principal office at , Kearny, New Jersey, at which time there was a quorum present, the following Resolution was duly called adopted and held at unanimously passed: BE IT RESOLVED, that the Corporation entered into an Agreement with FORSGATE INDUSTRIAL COMPLEX for premises commonly known as 60 Stults Road, South Brunswick, New Jersey, for a period of eight (▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇) ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇accordance with a certain draft of lease attached. BE IT FURTHER RESOLVED, ▇▇▇▇▇ of New York on February 7, 1996, at which meeting a quorum was continuously present that the President and/or Vice President and Secretary be and they are hereby authorized to execute the Agreement (Lease) and to affix the corporate seal thereto. That the officers referred to in the foregoing Resolution are as follows: President: __________________ pursuant to a unanimous written consent of all members of Vice President: __________________ Secretary: __________________ I hereby certify that the foregoing Resolution was duly adopted by the Board of Directors of JEAN PHILIPPE FRAGRANCES, INC., a corporation of the following resolutions were unanimously adoptedState of , at a meeting held on the day of , 1995, and that the above- named officers are now in full force duly qualified and effect and have not been modified or rescinded in any manner: RESOLVED that any hold the offices stated aforesaid. _________________________________ ( ________________Secretary SCHEDULE A DESCRIPTION OF TAX LOT 16, BLOCK 10, STULTS ROAD, TOWNSHIP OF SOUT▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, NEW JERSEY. Begining at a point in the southerly line of Stults Road (as widened to thirty-three (33) feet from the center ▇▇▇▇ ), where the same is intersected by the division line between lot 15 and lot l6 in Tax Block 10, said point being one thousand one hundred forty-nine and twenty-seven hundredths (1,149.27) feet northwesterly from the point of intersection formed by the northeasterly prolongation of the following persons: _____ President _____ any Assistant Treasurer X any Vice President _____ Clerk/Secretary _____ any Assistant Vice President X any Assistant Clerk/Secretary X Treasurer _____ Other westerly line of Cranbury-South River Road (collectively "Authorized Party"as widened) is authorized and empowered to perform one or more the southeasterly prolongatlon of the following actions southerly line of Stults Road (if checked) with Merchants National Bank ("Lender"as widened); for and on behalf of running: - ▇▇▇nce (l) northwesterly, along the Company and on such terms and conditions as any Authorized Party may deem advisable in his sole discretion (The execution of any agreement, document or instrument shall constitute a conclusive presumption that the terms, covenants and conditions of said documents so signed are agreed to by and binding on the Company): X Open and maintain any safety deposit boxes, lock boxes and escrow, savings, checking, depository, or other accounts; X Assign, negotiate, endorse and deposit in and to such boxes and accounts any checks, drafts, notes and other instruments and funds payable to or belonging to the Company. X Withdraw any funds or draw, sign and deliver in the name of the Company any check or draft against funds of the Company in such boxes or accounts; Implement additional depository and funds transfer services (including, but no limited to, facsimile signature authorizations, wire transfer agreements, automated clearing house agreements, and payroll deposit programs); X Obtain one or more loans or other forms of financing in any amount from the Lender (including, but not limited to, a $ _______ promissory note or southerly line of creditStults Road (as widened) north seventy-two degrees fifty-one minut▇▇ ▇▇▇t (N 72 degrees-51'W), six hundred forty-four and no hundredths (644.00) feet to a point;