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 I further certify that the foregoing resolutions remain in force and have not been rescinded or modified.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 this resolution shall constitute a continuing authority to the designated person or persons to act on behalf of the Corporation, and the powers and authority granted herein shall continue until revoked by the Corporation, and formal written notice of such revocation shall have been given to USBLF. This resolution does not supersede similar prior resolutions given to USBLF or any officer entity related to or officers affiliated therewith. ADDRESS FOR ALL NOTICES: 000 X.X. Xxxxxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 RESOLVED: That the Secretary of this corporation and/or their nominees are the Corporation is hereby authorized to certify to the USBLF the foregoing Resolutions, and empowered, on Its behalf, that the provisions thereof are in conformity with the corporate charter and/or Certificate of Incorporation and the By-laws of the Corporation. I HEREBY FURTHER CERTIFY that pursuant to execute the corporate charter and/or Certificate of Incorporation and deliver any and all schedules the By-laws of assignments of accounts, transfer of instruments, sates, pledges, notes, financial, financing and other statementsthe Corporation, and any and all further agreements, papers, other appropriate documents and certificates, of the Corporation as may from be necessary, the following named person(s) have been properly designated and appointed to the office(s) indicated below, that such person(s) continue to hold such office(s) at this time and that the signature(s) of such person(s) shown below are genuine. OFFICE NAME SIGNATURE President Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxx Secretary Xxxx Xxxxxx /s/ Xxxx Xxxxxx I HEREBY FURTHER CERTIFY that, pursuant 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; the corporate charter and/or Certificate of Incorporation and it was further RESOLVED: That all acts the By-laws 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 thereunderCorporation, and are hereby ratified any other appropriate documents of the Corporation as may be neccessary, I have the power and approved; and it was further RESOLVED: That any officer, agent or nominee authoritym to execute this Certificate on behalf 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 orderCorporation, and that said banks shall I have so executed this Certificate on the 23rd day of October, 1995. By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Secretary *If Secretary is authorized to sign alone, this resolution must also be under no liability to this corporationcertified by a Director. I, with respect to the disposition which Sterling may or shall make Xxxxxxx Xxxxxx, a Director of the same instruments or the proceeds thereof." I further Corporation, hereby 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. XxXxxxxxxas follows:

RESOLVED. That any officer or officers of this corporation and/or their nominees are hereby authorized and empowered, on Its behalfthe following officers, to execute and deliver any and all schedules of assignments of accountswit: Christopher Carosa, transfer of instrumentsPres- ident, satesXxxxxx X. Xxxxxxx, pledgesVice President, notesxxx Xxxxxxx X. DePaolo, financialVice Pres- idxxx, 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 xx xxxx Xxxxxration be, and they hereby are, fully authorized and requested empowered to receive for deposit transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidences of indebtedness or other securities now or hereafter standing in the name of or owned by this Corporation and to make, execute and deliver, under the credit corporate seal of Sterling this Corporation, any and all written instruments of assignment and transfer necessary or proper to effect- uate the authority hereby conferred. FURTHER RESOLVED: That whenever there shall be annexed to any instrument of assignment and transfer, executed pursuant to and in accordance with the forego- ing resolution, a certificate of the Secretary or an Assistant Secretary of this Corporation in office at the date of such certificate, and such certificate shall set forth these resolutions and shall state that these resolutions are in full force and effect and shall also set forth the names of the persons who are then officers of this Corporation, than all persons to whom such instrument with the annexed certificate shall thereafter come, shall be entitled, without further inquiryfur- ther inquiry or investigation and regardless of the date of such certificate, all to assume and to act in reliance upon the assumption that the shares of stock or other securities named in such checksinstrument were theretofore duly and properly transferred, drafts endorsed, sold, assigned, set over and other orders or instruments for the payment or money, payable to delivered by this corporation or its orderCorpora- tion, and that said banks shall be under no liability to this corporation, with whith respect to such securities the disposition which Sterling may or shall make authority of the same instruments or the proceeds thereof." I further certify that the foregoing resolutions remain these resolu- tions and of such officers is still in full force and have not been rescinded or modifiedeffect. 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 hereby certify that the following are duty elected is a true and correct list of present officers of this corporationCorporation: President: Xxxx Xxxxxxxxx TreasurerChristopher Carosa Vice-President: Xxxxxx X. Xxxxxxn Vice-Presidxxx: Xxxxxxx X. XePaolo Secretary: Xxxxx X. XxXxxxxxxXxrosa Treasurer: Cxxxxxxxxxx Xxxxsa (CORPOXXXX XXXX) Secretary (signed) Betsy K. Carosa

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 QFR, 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 16 any successors to the present 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 further RESOLVED: That all acts that until notice is received the Banks and the Agent are authorized to act in pursuance of the of this corporation and/ these resolutions, and shall be indemnified against any loss suffered, or their nominees and all agreementsliability incurred by them, modifications, transfers, assignments, certificates and statements, which they or any of them may dothem, execute or deliver in continuing to act in pursuance of said agreements and to facilitate transaction thereunder, and are hereby ratified and approvedthese resolutions even though these resolutions may have been changed; 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. XxXxxxxxxfurther

RESOLVED. That any officer this resolution shall constitute a continuing authority to the designated person or officers persons to act on behalf 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 statementsthe Corporation, and any the powers and all further agreementsauthority granted herein shall continue until revoked by the Corporation, papers, documents and certificates, as may from time formal written notice of such revocation shall have been given 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 USBLF. This resolution does not supersede similar prior resolutions given to USBLF or any of them may doentity related to or affiliated therewith. 0110.396 ADDRESS FOR ALL NOTICES: 820 X.X. Xxxxxxxxx, execute or deliver in pursuance of said agreements and to facilitate transaction thereunderXxxxx 000 Xxxxxxxx, and are hereby ratified and approved; and it was further XX 00000 11 RESOLVED: That any officer, agent or nominee officer of Sterling the Corporation is hereby authorized and empowered to endorse certify to USBLF 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 orderforegoing Resolutions, and that said banks shall be under no liability to this corporation, the provisions thereof are in conformity with respect the corporate charter and/or Certificate of incorporation and the By-laws of the Corporation. I HEREBY FURTHER CERTIFY that pursuant to the disposition which Sterling may or shall make corporate charter and/or Certificate of Incorporation and the By-laws of the same instruments or the proceeds thereof." I further certify that the foregoing resolutions remain in force Corporation, 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 appropriate documents of the Corporation as may be necessary, the following named person(s) have been properly designated and appointed to the office(s) indicated below, that such person(s) continue to hold such office(s) at the time of execution of the aforementioned agreements by said corporation. I further certify documentation for the transaction(s) with USBLF, and that the following signature(s) of such person(s) shown below are duty elected officers genuine. OFFICE NAME SIGNATURE Chief Financial Officer Roxxxx Xxxxx //s// Roxxxx Xxxxx __________Secretary //s// Roxxxx Xxxxx //s// Roxxxx Xxxxx I HEREBY FURTHER CERTIFY that, pursuant to the corporate charter and/or Certificate of Incorporation and By-laws of the Corporation, and any other appropriate documents of the Corporation as may be necessary, I have the power and authority to execute this corporationCertificate on behalf of the Corporation, and that I have so executed this Certificate on the 13th day of Dec., 1996. By: President: Xxxx Xxxxxxxxx Treasurer: //s// Roxxxx Xxxxx X. XxXxxxxxx________ Secretary *If the certifying officer is authorized to sign alone, this resolution must also be certified by a Director.

RESOLVED. That any officer the Company shall enter into a First Amendment to Financing Agreement with the Lender under which the Company may obtain advances up to $2,500,000, or officers such greater or lesser amount in the Lender's absolute and sole discretion and the President, Vice President, Secretary or Treasurer of this corporation and/or their nominees are the Company is hereby authorized at any time and empowered, on Its behalf, from time to time to execute and deliver to the Lender such First Amendment to Financing Agreement and any and all schedules of security agreements, mortgages, subordination agreements, pledge agreements, assignments of accountslife insurance, transfer reimbursement agreements, or amendments to any of instrumentsthe foregoing as may be contemplated or required pursuant to such First Amendment to Financing Agreement or otherwise, sates, pledges, notes, financial, financing all in such form as such officer may determine and other statements, approve (such determination and approval to be established conclusively by such officer's execution and delivery of such First Amendment to Financing Agreement and any and all further agreements, papers, such related documents and certificatesinstruments). FURTHER RESOLVED, as may that the President, Vice President, Secretary or Treasurer of the Company is hereby authorized at any time and from time to time be required by said Sterlingto sell, upon any matters or transactions arising under said agreements or assign, transfer, mortgage, create security interests in connection with any further financial arrangements with this corporation; and it was further RESOLVED: That all acts of pledge to the of this corporation and/ or their nominees and all agreementsLender the real property, modificationsgoods, transfersinstruments, assignmentsdocuments, certificates and statementssecurities, which they or any of them may dochattel paper, execute or deliver in pursuance of said agreements and to facilitate transaction thereunderaccounts, 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 contract rights and other Instruments intangibles and any other property now owned or orders hereafter acquired by the Company, either absolutely for the payment of money, payable such consideration as such officer may determine to this corporation be appropriate 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 security for the payment or moneyperformance of any or all debts, payable liabilities and obligations of every type and description now or at any time hereafter owed to this corporation or its orderthe Lender by the Company, on such terms as such officer may approve, and to do such other acts or things in connection therewith or pursuant thereto as such officer may determine to be appropriate (such determination and approval to be established conclusively by the instrument executed or action taken by such officer). FURTHER RESOLVED, it is hereby acknowledged that said banks each and every note, guaranty, security agreement and other instrument made pursuant to the foregoing resolutions is and will be made and given for the corporate purposes of this Company. FURTHER RESOLVED, the Secretary or Assistant Secretary shall certify to the Lender the names and signatures of the persons who presently are duly elected, qualified and acting as the officers authorized to act under the foregoing resolutions, and the Secretary or Assistant Secretary shall from time to time hereafter, upon a change in the facts so certified, immediately certify to the Lender the names and signatures of the persons then authorized to sign or to act; the Lender shall be under no liability fully protected in relying on such certificates and on the obligation of the Secretary or an Assistant Secretary immediately to this corporation, with respect certify to the disposition which Sterling may Lender any change in any fact certified, and the Lender shall be indemnified and saved harmless by the Company from any and all claims, demands, expenses, costs and damages resulting from or shall make growing out of honoring or relying on the same instruments signature or the proceeds thereofother authority (whether or not properly used) of any officer whose name and signature was so certified, or refusing to honor any signature or authority not so certified." I further certify that the foregoing resolutions remain in force and have not been rescinded amended or modified. I further certify that I am revoked and are in full force and effect on 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 corporationdate hereof. I further certify that the following Board of Directors of the Company has, and at the time of adoption of the foregoing resolutions had, full power and lawful authority to adopt the foregoing resolutions and to confer the powers therein granted upon the officers designated, and that such officers have full power and authority to exercise the same. I further certify that the Articles of Incorporation and bylaws delivered to the Lender not been amended since June 27, 1997, and are duty in full force and effect on the date hereof. I further certify that the officers whose names appear below have been duly elected officers to and now hold the offices in the Company set forth opposite their respective names and that the signature appearing opposite the name of this corporationeach of such officer is authentic and official: Name Title Signature Xxxx Xxxxxxx Chairman, CEO /s/ Xxxx Xxxxxxx -------------------- ----------------- --------------------- Xxxxx Xxxxx President, COO /s/ Xxxxx Xxxxx -------------------- ----------------- --------------------- -------------------- ----------------- --------------------- I further certify that shareholder approval of the foregoing resolutions is not required and said resolutions are effective and binding on the Company without approval by its shareholders. Dated March 20, 1998 ------------------------ /s/ Xxxx Xxxxxxx ----------------------------- Secretary, Tech Squared Inc. /s/ Xxxxx Xxxxx -------------------------------- Attest by a Director March ____, 1998 Republic Acceptance Corporation 0000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, XX 00000 Re: Xxxx Xxxxxxxxx TreasurerConsent to Amendment to Financing Agreement dated as of February 19, 1998 (the "Amendment") by and between Republic Acceptance Corporation ("Lender") and TECH SQUARED INC., a Minnesota corporation ("Company") and Reaffirmation of related Undertakings Ladies and Gentlemen: Xxxxx X. XxXxxxxxxThis will confirm that:

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 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 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 [Signature Page to Board Consent] Exhibit A See tab 1 Exhibit B See tab 2 Exhibit C See tab 6 IMPRIVATA, INC. CONSENT OF PREFERRED STOCKHOLDERS 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 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 . (Corporate Seal) Secretary 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 an) familiar attorney-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. I hereby acknowledge and agree that my agent and attorney-in-fact shall be compensated from funds maintained within my account in accordance with the books terms and records conditions set forth below. Further, shall I elect to initial ‘Yes’ below and sign the document labeled ‘Commission Schedule’ attached hereto, I am agreeing to compensate my agent and attorney-in-fact at rates contained within the Commission schedule. I understand and acknowledge that I may already be paying commissions to my Introducing Broker and that any commissions agreed to herein are separate commissions being charged for separate services. My decision to not agree to pay commissions per the Commission Schedule attached hereto will not affect any commissions already being paid to my Introducing Broker. Authorized Client Signature Authorized Agent and Attorney-in Fact Print Name Print Name Date Date Incentive Fees: % of said corporation net profits per Month / Quarter (MUST CIRCLE ONE) *Be advised, per the terms of Paramount Trading Agent Agreement, all agents are paid profit sharing and nothing incentive fees on a net high watermark basis. Commission Schedule YES, I wish to pay my agent and attorney-in-fact the rates contained with the Commission Schedule attached hereto. NO, I will not pay my agent and attorney-in-fact rates contained within the Commission Schedule attached hereto COMMISSION SCHEDULE Commissions charged by Agent and Attorney-in-Fact Should Client and the Agent and Attorney-in-Fact agree to compensation in the Certificate form of Incorporationcommissions, By-Laws 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 other records prohibits “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 execution of the aforementioned agreements by said corporation. I further certify that minimum, considered taking the following are duty elected officers of this corporation: President: Xxxx Xxxxxxxxx Treasurer: Xxxxx X. XxXxxxxxxrecommended steps before entering into any agreement with an Agent.