RESOLVED FURTHER Clause Samples

RESOLVED FURTHER. That the authorized officers be, and they hereby are, individually authorized, directed and empowered, in the name of this corporation, to do or cause to be done all such further acts and things as they shall deem necessary, advisable, convenient, or proper in connection with the execution and delivery of any such lease and in connection with or incidental to the carrying of the same into effect, including, without limitation the execution, acknowledgment, and delivery of any and all instruments and documents which may reasonably be required by Lessor under or in connection with any such lease.

RESOLVED FURTHER that the officers of the Company be, and each of them hereby is, authorized to sign, execute, certify to, verify, acknowledge, deliver, accept, file and record any and all such additional agreements, instruments, certificates, documents, reports, and schedules (including, but not limited to, any increases, renewals, extensions, amendments, modifications, restatements or waivers of any of the foregoing or of any of the Loan Agreement, Warrants or Transaction Documents), and to take, or cause to be taken, any and all such action, in the name and on behalf of the Company, which shall be required to consummate any of the foregoing resolutions (including but not limited to the consummation of the Contemplated Transactions or any increase, renewal, extension, amendment, modification, restatement or waiver thereof) or which any officer shall, in such officer’s sole discretion, deem necessary or appropriate and in the best interest of the Company in order to effect the purposes of the foregoing resolutions, and such officer’s signature, or such actions taken by such officer, shall be conclusive evidence that such officer did deem same to be necessary or appropriate and in the best interest of the Company in order to effect such purposes; provided that attestation of any agreement or document by the Secretary or an Assistant Secretary of the Company shall not be required for the validity thereof, except to the extent expressly required by applicable law. RESOLVED FURTHER: that any and all actions taken by the directors or officers of the Company to carry out the purposes and intent of the foregoing resolutions prior to their adoption are approved, ratified and confirmed. RESOLVED FURTHER, that the foregoing resolutions may be relied upon by any Lender until receipt and written acknowledgment thereby of written notice of their amendment or rescission and that any such receipt and acknowledgment shall not affect any action taken by any Lender in reliance on the foregoing resolutions prior thereto. RESOLVED FURTHER, that the officers of the Company are, and each of them hereby is, authorized and directed to certify to any Lender the foregoing resolutions. RESOLVED FURTHER: that this Action by Written Consent of Stockholders in Lieu of Special Meeting may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Execution by electronic means or other reliable reproduction of this Action ...

RESOLVED FURTHER. That this corporation hereby ratifies and confirms the acts of the officers, agents or employees of this corporation in heretofore entering into any Equipment Lease Agreement, Equipment Financing Agreement, commitment or other agreement with Lessor/Secured Party together with any other acts performed in relation thereto. RESOLVED FURTHER: That the Secretary of this corporation be and he/she is hereby authorized and directed to execute, acknowledge and deliver a certified copy of these resolutions to Lessor/Secured Party and any other person or agency which may require a copy of these resolutions. RESOLVED FURTHER: That the following are the true names and specimen signatures of the incumbent officers of this corporation authorized by these resolutions to so execute, acknowledge and deliver said Equipment Lease Agreement, Equipment Financing Agreement or other agreement, said commitments and said further agreements. 10 FROM: VIASAT, INC. 2290 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇: Mr. ▇▇▇▇ ▇▇▇▇▇ E. J. ▇▇▇▇▇▇ & ▇OMPANY 2250 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (619) ▇▇▇-▇▇▇▇ Fax: (619) ▇▇▇-▇▇▇▇ ▇▇ar Mr. ▇▇▇▇▇: ▇e have entered into an equipment financing agreement arranged by HERITAGE LEASING CAPITAL, for the equipment shown below or on the attached schedule. EQUIPMENT LOCATION: Same as above EQUIPMENT DESCRIPTION: Computer and Laboratory Equipment Please provide Heritage with an insurance certificate with the following endorsements: LEND▇▇'▇ ▇OSS PAYABLE: BANK OF THE WEST EFA #: 16439 EQUIPMENT COST: $400,000.00 Please FAX A COPY of the Certificate of Insurance to Heritage Leasing at 619/277-0302, and forward the original to: BANK OF THE WEST 1450 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Very truly yours, VIASAT, INC. By: /s/ Greg▇▇▇ ▇▇▇▇▇▇▇ -------------------------------------- Greg▇▇▇ ▇▇▇▇▇▇▇ Vice President of Administration This FINANCING STATEMENT is presented for filing and will remain effective with certain exceptions for a period of five years from the date of filing pursuant to section 9403 of the California Uniform Commercial Code. 16439 --------------------------------------------------------------------------------

RESOLVED FURTHER. That the Board, having considered all information material to the valuation of the Company’s Common Stock, including but not limited to the Valuation Factors, hereby determines in good faith that (i) no events affecting the Company have occurred between the Valuation Date and the date hereof that would materially affect the fair market value of the Company’s Common Stock, and (ii) the fair market value of the Company’s Common Stock remains $__________ per share as of the date hereof.] [Previously Approved Past Valuation Report With No Changes:

RESOLVED FURTHER. That any and all actions taken by the Authorized Officers to carry out the purposes and intent of the foregoing resolutions prior to their adoption are approved, ratified and confirmed.

RESOLVED FURTHER. That the proper officers of the Corporation be, and each of them hereby is, authorized and directed, jointly and severally, for and on behalf of the Corporation, to execute and deliver all certificates, agreements and other documents, take all steps and do all things which they may deem necessary or advisable in order to effectuate the purposes of the foregoing resolutions.

RESOLVED FURTHER. That, in order to fully carry out the intent and effectuate the purposes of the foregoing resolutions, the Authorized Officers be, and each of them hereby is, individually authorized in the name and on behalf of the Company from time to time to take all such additional actions and to execute and deliver such additional certificates, instruments, notices, financing statements, or other documents, as any Authorized Officer, may deem necessary, advisable or proper in order to carry out and perform the obligations of the Company under the Mezzanine Credit Documents, in the forms executed on behalf of the Company pursuant to these resolutions, or under any other instrument or document executed pursuant to or in connection with such agreement and from time to time to amend or modify any of the Mezzanine Credit Documents in such manner and form, as any Authorized Officer shall approve, such Authorized Officer’s approval to be conclusively evidenced by the performance of any such action or the execution and delivery of any such certificate, instrument, notice or document.

RESOLVED FURTHER. That the Secretary and any Assistant Secretary of the Company are each hereby severally authorized and empowered to certify to the passage of the foregoing resolutions. $5,000,000 September , 2015 The undersigned (“Borrower”) promises to pay to the order of SG ENTERPRISES II, LLC, a Washington limited liability company (“Lender”), at its office at [ ], or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of Five Million Dollars ($5,000,000), with interest thereon from the date hereof until maturity, whether scheduled or accelerated, at a fixed rate per annum equal to 18.0% in accordance with the terms of the Loan Agreement (as defined below). This Promissory Note (the “Note”) is the Note referred to in that certain Mezzanine Loan and Security Agreement dated as of September 25, 2015, between Borrower and Lender (as the same has been and may be amended, restated and supplemented from time to time, the “Loan Agreement”), and is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Each capitalized term not otherwise defined herein shall have the meaning set forth in the Loan Agreement. The Loan Agreement contains provisions for the acceleration of the maturity of this Note upon the happening of certain stated events. Principal of and interest on this Note shall be payable as provided in the Loan Agreement. This Note shall be governed by, and construed in accordance with, the laws of the State of Washington, excluding those laws that direct the application of the laws of another jurisdiction. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

RESOLVED FURTHER. That the proper officers of the Corporation are hereby authorized, jointly and severally, in the name and on behalf of the Corporation, to take all such further actions and to execute all such documents as they may deem necessary or appropriate in connection with the issuance of the Rights and the shares of Preferred Stock issuable upon exercise of the Rights in order to comply with the Securities Act of 1933, as amended, and the Exchange Act, as amended.