Common use of RESOLVED Clause in Contracts

RESOLVED. That the Chief Executive Officer of the Corporation is hereby authorized to execute and deliver 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 November 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 related 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 other agreements, documents, certificates and instruments contemplated or useful in connection therewith which he deems necessary or advisable in connection with the consummation of the proposed transaction, with the approval of such amendments or modifications to be conclusively evidenced by the execution and delivery thereof;

RESOLVED. That the Chief Executive Officer Authorized Officers, with the assistance of counsel be, and each of them hereby is, authorized and directed to take all necessary steps and do all other things necessary and appropriate to effect the listing of the Corporation is hereby authorized to execute Shares on the Nasdaq Global Market including, if applicable, the filing of a Notification Form for Listing of Additional Shares and deliver a Promissory Note in substantially the form submitted to the Board, a copy payment 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; any required fees. 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 November 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 CorporationAuthorized Officers are hereby authorized, in the name of and on behalf of the Corporation, is authorized to execute and deliver take any and all related documentsactions and to provide such information, and either directly or through Aspire, the execution and delivery thereof Agent or their respective counsel, which may be necessary or desirable to obtain the approval of the terms of the Purchase Agreement by the CorporationFinancial Industry Regulatory Authority, and the consummation of the transactions contemplated therebyInc., if such approval is hereby approved; required. RESOLVED: That it is desirable and in the Chief Executive Officer best interests of the CorporationCorporation that its Common Stock be qualified or registered for sale, to the extent required by law, in various states and other jurisdictions, and that the name Authorized Officers are each hereby authorized and directed to determine the states and other jurisdictions in which appropriate action shall be taken to (i) qualify or register for sale all or such part of such Common Stock and (ii) register the Corporation as a dealer or broker; that the Authorized Officers be, and hereby are, authorized to perform on behalf of the Corporation, is authorized to make amendments or modifications to Corporation any one or more of the above-referenced documents and all other agreements, documents, certificates and instruments contemplated or useful in connection therewith which he deems such acts as the officer so acting may deem necessary or advisable in order to comply with the applicable laws of any such states and other jurisdictions, and in connection therewith to execute, affix the Corporation’s seal to and file all requisite papers and documents, including, without limitation, applications, resolutions, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and that execution by any of the Authorized Officers of any such paper or document or the doing by any of the Authorized Officers of any act in connection with the consummation foregoing matters shall conclusively establish the authority of the proposed transaction, with officers so acting therefor from the Corporation and the approval of such amendments or modifications to be conclusively evidenced and ratification by the execution Corporation of the papers and delivery thereof;documents so executed and the action so taken. FURTHER

RESOLVED. That each officer and director who may be required to sign and execute the Chief Executive Officer Registration Statement, or any amendment thereto or document in connection therewith (whether on behalf of the Corporation is Corporation, or as an officer or director of the Corporation, or otherwise), be, and each of them hereby authorized is, authorized, empowered and directed to execute a power-of-attorney appointing each of C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and deliver a Promissory Note S▇▇▇▇ ▇▇▇▇▇ as his or her true and lawful attorneys-in-fact, each with full power of substitution and resubstitution to sign in substantially his or her name, place and s▇▇▇▇ in any and all such capacities the form submitted to the Board, a copy of which is annexed hereto as Exhibit B Registration Statement and any and all amendments thereto (with such changes thereto as shall be deemed advisable by the Chief Executive Officer, as conclusively evidenced by such officer's approval or execution including post-effective amendments) and delivery thereof)documents in connection therewith, and to consummate file 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 same with the Note Purchase AgreementCommission, dated November 28, 2001, as amended on November 30, 2001, December 14, 2001 each said attorney-in-fact to have full power and December 28, 2001, by authority to do 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 Corporationperform, in the name of and on behalf of each of said officers and directors of the CorporationCorporation who shall have executed such a power of attorney, every act whatsoever which such attorney-in-fact may deem necessary, advisable or appropriate to be done in connection therewith as fully and to all intents and purposes as such officer or director of the Corporation might or could do in person; and RESOLVED: That the inclusion for quotation on the Nasdaq Global Market of the shares of Common Stock to be registered pursuant to the Registration Statement (to the extent such shares are eligible for inclusion for quotation on the Nasdaq Global Market) is hereby approved, and that the Authorized Officers of the Corporation be, and each hereby is, authorized and directed to execute and deliver any and all related such applications, agreements and 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 take any one or more of the above-referenced documents and all other agreementssuch actions, documents, certificates and instruments contemplated or useful in connection therewith which he deems as they may deem necessary or advisable in connection with the consummation of the proposed transaction, with the approval of to effect such amendments or modifications to be conclusively evidenced by the execution and delivery thereof;inclusion for quotation.

RESOLVED. That the Chief Executive Officer grant of a continuing security interest in all personal property of the Corporation (except certain intellectual property) under the Loan Agreement is hereby authorized, approved and adopted in all respects; and further RESOLVED: That the form, terms and provisions of, and the performance of the transactions contemplated by the Loan Documents in the foregoing resolutions be, and they hereby are, authorized, approved and adopted in all respects and the Corporation is hereby authorized to execute (i) enter into the Loan Documents, (ii) perform its obligations thereunder and deliver a Promissory Note (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 substantially connection with the form submitted to the BoardLoan Documents, a copy of which is annexed including without limitation, those resolutions attached hereto as Exhibit B C; and that any Authorized Officer (with as defined below) be, and hereby is, authorized to certify the adoption of any such changes thereto as shall be deemed advisable by resolution and is directed to record any resolutions so certified in the Corporation’s minute book; and further RESOLVED: That the Chief Executive Officer, as conclusively evidenced by such officer's approval President, Chief Financial Officer, Vice President, Assistant Vice President, Treasurer, Assistant Treasurer, Secretary or execution and delivery thereof)Assistant Secretary of the Corporation (each, an “Authorized Officer”) at the time in office be, and they hereby are authorized, directed and empowered, for and on behalf of and in the name of the Corporation to consummate make, execute and deliver the transactions contemplated therebyLoan Documents together with any and all amendments, supplements, modifications, extensions, restatements, renewals, replacements and any additional agreements, documents and instruments relating to the foregoing and all such agreements, 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 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 November 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)Authorized Officers be, and each of them hereby is, authorized, empowered and directed (i) to consummate the transactions contemplated thereby; RESOLVED: That in connection with the Credit Agreement execute and the Subordination Agreement, the Chief Executive Officer of the Corporation, deliver in the name of and on behalf of the Corporation, is authorized to execute and deliver Corporation any and all related additional documents, agreements, certificates and other instruments to effectuate any of the execution and delivery thereof by the Corporation, and the consummation foregoing resolutions or any of the transactions contemplated thereby, is hereby approved; RESOLVED: That 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 Chief Executive Officer filing of any and all applications and the Corporationpayment of any and all expenses), or to cause others to take such action in the name of and on behalf of the Corporation, is authorized to make amendments or modifications to any one or more Corporation as may in the judgment of the above-referenced documents and all other agreements, documents, certificates and instruments contemplated Authorized Officer so acting be necessary or useful desirable in connection therewith which he deems necessary with, or advisable 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 consummation execution and performance of the proposed transactionLoan 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 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 approval minutes of such amendments the meetings of the Board. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January 20, 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇. ▇. Ting Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ Date: January , 2009 This Written Consent may be signed in two or modifications to more counterparts, each of which shall be conclusively evidenced 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. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January 28, 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇. ▇. Ting Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January 28, 2009 ▇▇▇▇▇ ▇. ▇. Ting Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇. ▇. Ting Date: January 28, 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇. ▇. Ting Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January 21, 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇. ▇. Ting Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ Date: January 22, 2009 THIS CONSENT (this “Consent”), is entered into as of January 28, 2009, by the execution preferred stockholders (each a “Stockholder” and delivery thereof;collectively the “Stockholders”) of Imprivata, Inc., a Delaware corporation (the “Company”).

RESOLVED. That it is the Chief Executive Officer of the Corporation is hereby authorized to execute and deliver 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 November 30, 2001, December 14, 2001 and December 28, 2001, by and between SBI Investments and the Corporation, to the indebtedness intention of the Corporation to give the Lender under persons empowered to trade in Contracts the Credit Agreement (broadest possible power with such changes thereto as shall be deemed advisable by respect to the Chief Executive Officer, as conclusively evidenced by such officer's approval account 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 accounts of the Corporation, in the name of and on behalf of the Corporation, is authorized to execute and deliver any and all related documents, and the execution and delivery thereof by the Corporation, and the consummation Corporation agrees to hold Paramount harmless against any and all claims that may arise by reason of following any instruction, order or direction given by any of the transactions contemplated therebyempowered persons. I further certify that, is hereby approved; RESOLVED: That the Chief Executive Officer as applicable, each of the following has been duly elected and is now legally holding the office designated below his or her respective name: President Vice President Treasurer Director Secretary Director I further certify that the Corporation is duly organized and existing and, pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal of the Corporation this day of , 20 . I hereby authorize (whose signature appears below) as my agent and attorney-in-fact to purchase, sell, hold, invest, and reinvest Contracts for Difference (collectively referred to as “CFDs”) on equities, futures, currencies, precious metals and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with Paramount and (s)he is authorized to act for me and in my behalf in the name 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 Corporation, is authorized to make amendments benefit of Paramount present firm and of any successor firm or modifications to firms irrespective of any one change or more changes at any time in the personnel thereof for any cause whatsoever and of the aboveassigns 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 under any other agreement or agreements between Paramount and I. I understand and certify that I have the financial resources to enter into this agreement and that I fully understand the trading objectives of my agent and attorney-referenced documents 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 all other agreementsbetween Agent and the undersigned that concern the Agent's advice in regards to the Account. Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the Agent and Attorney-in-Fact agree to compensation in the form of commissions, documentsplease 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, certificates foreign currency trading advisory is prone to false advertising and instruments contemplated or useful in connection therewith which he deems necessary or advisable in connection misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take such measures, and asks that Customers acknowledge that they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agent. A. Have the Agent provide you with a disclosure document that, at the minimum, provides: the Agent's biography, outlines the investment methodology, discloses the fees charged by the Agent, and discloses the risks associated with the consummation investment methodology; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the proposed transactionAgent, with the approval of such amendments or modifications and review any contractual agreement to be conclusively evidenced executed by and between you and the execution and delivery thereof;Agent.

RESOLVED. That the Chief Executive Officer corporation’s Certificate of Incorporation be amended by inserting therein a new Article EIGHTH immediately following Article SEVENTH which new Article shall state: “No director shall be personally liable to the corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the Corporation is hereby authorized to execute and deliver a Promissory Note in substantially the form submitted Delaware Code (relating to the Board, a copy of which is annexed hereto as Exhibit B (with such changes Delaware General Corporation Law) or any amendment thereto as or successor provision thereto or shall be deemed advisable liable 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 November 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 Corporationreason that, in the name of and on behalf of the Corporation, is authorized addition to execute and deliver any and all related documentsother requirements for such liability, he (i) shall have breached his duty of loyalty to the corporation or its stockholders, (ii) shall not have acted in good faith or, in failing to act, shall not have acted in good faith, (iii) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law or (iv) shall have derived an improper personal benefit. Neither the amendment nor repeal of this Article Eighth, nor the adoption of any provision of the certificate of incorporation inconsistent with this Article Eighth, shall eliminate or reduce the effect of this Article Eighth in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Eighth would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.” IN WITNESS WHEREOF, said National Medical Care, Inc., has caused this certificate to be signed by Constantine L. Hampers, its President and Chairman of the Board of Directors, and the execution attested by Timothy I. McFeeley, its Secretary, this 19th day of May, 1987. ATTEST: NATIONAL MEDICAL CARE, INC. /s/ Timothy I. McFeeley By: /s/ Constantine L. Hampers Timothy I. McFeeley Constantine L. Hampers, M.D. Secretary President and delivery thereof by the Corporation, and the consummation Chairman of the transactions contemplated therebyBoard of Directors I, is hereby approved; RESOLVEDMICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP OF NATIONAL MEDICAL CARE, INC., A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, MERGING GLUCO—MED, INC. AND HUMAN RESOURCE INSTITUTE, INC. AND INSTITUTE FOR HEALTH MAINTENANCE, INC. AND NATIONAL MEDICAL CARE OF NORFOLK, INC. AND NATIONAL MEDICAL CARE OF PORTLAND, INC. CORPORATIONS ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-FIRST DAY OF JUNE, A.D. 1988, AT 10:01 O’CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF 881730109 AUTHENTICATION: | 1764464 DATE: 06/27/1988 DELAWARE. 881730109 AUTHENTICATION: | 1764464 DATE: 06/27/1988 National Medical Care, Inc., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That this corporation was incorporated on the Chief Executive Officer 6th day of August, 1984, pursuant to the Corporation Law of the Corporation, in the name State 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 other agreements, documents, certificates and instruments contemplated or useful in connection therewith which he deems necessary or advisable in connection with the consummation of the proposed transaction, with the approval of such amendments or modifications to be conclusively evidenced by the execution and delivery thereof;Delaware.

RESOLVED. That That, to induce the Chief Executive Officer 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 is hereby authorized to execute and deliver a Promissory Note in substantially Quaker Fabric Mexico S.A. de C.V. under 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 Credit Agreement; and delivery thereof), and to consummate the transactions contemplated thereby; further RESOLVED: That the Corporation is authorized to enter into a Subordination AgreementPresident, a copy Vice President - Finance and Treasurer, and the Vice President and Secretary of which is annexed hereto as Exhibit C, among the Corporation, SBI Investments company (USA) Inc. f/k/a Best Finance Investments Limited (the "SBI InvestmentsAuthorized Officers") 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 November 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)hereby are, and to consummate the transactions contemplated thereby; RESOLVED: That in connection with the Credit Agreement and the Subordination Agreementeach of them hereby is, the Chief Executive Officer of the Corporation, reauthorized in the name of and on behalf of the CorporationCompany; (i) to negotiate, is authorized 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 related to the appropriate person or persons such documents, and the execution and delivery thereof by the Corporationagreements, and the consummation of instruments as may be necessary or advisable to implement the transactions contemplated therebyby the foregoing resolutions in such form as the Authorized Officers executing the same shall approve, 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 other agreements, documents, certificates and instruments contemplated or useful in connection therewith which he deems necessary or advisable in connection with the consummation of the proposed transaction, with the such approval of such amendments or modifications to be conclusively evidenced by the execution signature thereon of the Authorized Officer; and delivery thereof;(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 hereafter the mane▇ ▇▇ any successors to the present 13 incumbents of said offices, 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 such certificate unless and until certificate of the Company under its corporate seal, duly attested; and 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 prior actions taken by the Authorized Officers and each of them, and by and appropriate officer or employee of the company designated by and Authorized Officer, with respect to the matters referred to in the preceding resolutions, are hereby ratified and approved in all respects. 14 CORPORATE CERTIFICATE QUAKER FABRIC CORPORATION I, Cynt▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇e duly elected and action Secretary of Quaker Fabric Corporation, a Delaware corporation (the "Company"), DO HEREBY CERTIFY:

RESOLVED. That the Chief Executive Officer any officer or officers of the Corporation is this corporation and/or their nominees are hereby authorized to execute and deliver a Promissory Note in substantially the form submitted to the Boardempowered, a copy of which is annexed hereto as Exhibit B (with such changes thereto as shall be deemed advisable by the Chief Executive Officeron Its behalf, 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 November 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 related documentsschedules of assignments of accounts, transfer of instruments, sates, pledges, notes, financial, financing and other statements, and the execution any and delivery thereof all further agreements, papers, documents and certificates, as may from time to time be required by the Corporationsaid Sterling, upon any matters or transactions arising under said agreements or in connection with any further financial arrangements with this corporation; and the consummation of the transactions contemplated thereby, is hereby approved; it was further RESOLVED: That the Chief Executive Officer all acts of the Corporationof 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 on behalf 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 Corporationsame 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, is authorized to make amendments By-Laws or modifications to any one or more other records prohibits the execution of the above-referenced documents and all other agreements, documents, certificates and instruments contemplated or useful in connection therewith which he deems necessary or advisable in connection with aforementioned agreements by said corporation. I further certify that the consummation following are duty elected officers of the proposed transaction, with the approval of such amendments or modifications to be conclusively evidenced by the execution and delivery thereof;this corporation: President: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Treasurer: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

RESOLVED. That GMH Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware ("Parent") be merged into the Corporation; and further RESOLVED: That the Chief merger shall become effective when the Articles of Merger (the "Articles of Merger") have been filed in the office of the Secretary of State of the State of Georgia and the Certificate of Ownership and Merger (the "Certificate of Ownership and Merger") has been filed in the office of the Secretary of State of Delaware; and further RESOLVED: That the Articles of Incorporation, By-Laws, directors and officers of the Corporation shall be the Articles of Incorporation, By- Laws, directors and officers of the surviving corporation provided, however, that the Articles of Incorporation of the Corporation shall be amended and restated, upon filing of the Articles of Merger, to read in their entirety as set forth in Exhibit A attached thereto; and further RESOLVED: That the Corporation has authorized one hundred thousand (100,000) shares of common stock, $100.00 par value, of which five thousand two hundred and fifty (5,250) shares of common stock are issued and outstanding, of which five thousand two hundred and fifty (5,250) shares are owned by the Parent. At the time the merger becomes effective, all of the issued and outstanding shares of the Parent shall be cancelled. The authorized capital stock of the Corporation outstanding at the time of the merger, all of which is owned by the Parent shall, at the time the merger becomes effective, be reissued to GMH Holdings, Inc., a Delaware corporation, which, prior to the merger, is the sole shareholder of Parent; and further RESOLVED: That the Plan of Merger, the Articles of Merger and the Certificate of Ownership and Merger presented to the Board of Directors on the date hereof are hereby authorized and approved; and further RESOLVED: That the undersigned hereby acknowledges that the 5,250 shares of common stock of the Corporation (the "Shares") being converted in the merger are being converted for the undersigned's own account without the participation of any other person, with the intent of holding the Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Corporation's securities. RESOLVED: That the President, any Vice President or Executive Officer Vice President, the Treasurer, the Secretary and the Assistant Secretary of the Corporation, acting singly, be and hereby are authorized to execute and deliver the Articles of ▇▇▇▇▇▇ and the Certificate of Ownership and Merger on behalf of the Corporation with such changes therein as the officer executing the same may approve (his execution and delivery thereof to be conclusive evidence of such approval), and each officer of the Corporation is hereby authorized to take all such actions and execute and deliver a Promissory Note in substantially the form submitted to the Boardall such other agreements, a copy of which is annexed hereto as Exhibit B (with such changes thereto as shall be deemed advisable by the Chief Executive Officercertificates, as conclusively evidenced by such officer's approval or execution instruments and delivery thereof)other documents, 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 affix thereto 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's seal as required, as amended on November 30, 2001, December 14, 2001 may be necessary or appropriate to perform and December 28, 2001, by to carry out the purposes and between SBI Investments and the Corporation, to the indebtedness intent 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 related documents, and the execution and delivery thereof by the Corporation, foregoing resolutions 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 other agreements, documents, certificates and instruments contemplated or useful in connection therewith which he deems necessary or advisable in connection with the consummation of the proposed transaction, with the approval of such amendments or modifications to be conclusively evidenced by the execution and delivery thereof;.

RESOLVED. That that the Chief Executive Officer escrow obligations of the Corporation Securityholders as set forth in the Transaction Agreement are hereby adopted, approved and agreed to in all respects and the creation of the Adjustment Escrow Account, as well as the contribution of $7,500,000 to the Adjustment Escrow Account, and the distributions from, the Adjustment Escrow Account, in accordance with the Transaction Agreement and the Escrow Agreement, be, and hereby are, adopted approved and agreed to in all respects; and further RESOLVED, that $250,000 of the consideration otherwise payable by Parent in connection with the being deposited with the Securityholder Representative for the payment or reimbursement of the Securityholder Representative, of expenses incurred by the Securityholder Representative in performing its duties pursuant to the Transaction Agreement are hereby adopted, approved and agreed to in all respects; and further RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and empowered to prepare, execute and file such governmental filings as may be necessary or required by law in connection with the Mergers, including, but not limited to, the filing of the certificate of merger with the Secretary of State of the State of Delaware and any antitrust filings made to any governmental or regulatory entities; and further RESOLVED, that in executing and delivering this written consent, each of the Signing Stockholders is hereby authorized to agreeing that it is waiving all rights of appraisal under Section 262 of the DGCL and will promptly upon consummation of the Mergers execute and deliver a Promissory Note in substantially the form submitted to the Board, a copy Paying Agent the Letter of Transmittal (each as defined in the Transaction Agreement) to receive the consideration to which such Signing Stockholder is annexed hereto as Exhibit B (with such changes thereto as shall entitled pursuant to the Transaction Agreement and any other agreement required to be deemed advisable by the Chief Executive Officer, as conclusively evidenced delivered by such officer's approval or execution Signing Stockholder in order to effect the Mergers and delivery thereof), and to consummate the transactions contemplated thereby; and further RESOLVED: That , that each of the Corporation is authorized Signing Stockholders consents and agrees that any payments required to enter into a Subordination Agreementbe made to Leone Healthcare Holdings LLC, a copy of which is annexed hereto as Exhibit Cpursuant to the Amended and Restated Side Letter Agreement dated April 17, 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 November 30, 2001, December 14, 2001 and December 28, 20012019, by and between SBI Investments among LAB Holdings, LLC, Savanna Holdings LLC, Jermyn Street Associates LLC and the CorporationLeone Healthcare Holdings LLC, to the indebtedness shall be payable out of the Corporation to the Lender under the Credit Agreement (with such changes thereto as shall be deemed advisable proceeds received by the Chief Executive Officer, as conclusively evidenced by such officer's approval or execution and delivery thereof), and to consummate stockholders of the transactions contemplated thereby; RESOLVED: That Company in connection with the Credit Agreement Mergers; 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 related 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 other agreements, documents, certificates and instruments contemplated or useful in connection therewith which he deems necessary or advisable in connection with the consummation of the proposed transaction, with the approval of such amendments or modifications to be conclusively evidenced by the execution and delivery thereof;further

RESOLVED. That that this corporation borrow from Greyrock Capital, a division of NationsCredit Commercial Corporation (formerly Greyrock Business Credit) ("Greyrock") ("Greyrock"), from time to time, such sum or sums of money as, in the Chief Executive Officer judgment of the Corporation officer or officers hereinafter authorized hereby, this corporation may require. RESOLVED FURTHER, that any officer of this corporation be, and he or she is hereby authorized, directed and empowered, in the name of this corporation, to execute and deliver to Greyrock, and Greyrock is requested to accept, the loan agreements, security agreements, notes, financing statements, and other documents and instruments providing for such loans and evidencing and/or securing such loans, with interest thereon, and said authorized officers are authorized from time to time to execute renewals, extensions and/or amendments of said loan agreements, security agreements, and other documents and instruments. RESOLVED FURTHER, that said authorized officers be and they are hereby authorized, directed and empowered, as security for any and all indebtedness of this corporation to Greyrock, whether arising pursuant to this resolution or otherwise, to grant, transfer, pledge, mortgage, assign, or otherwise hypothecate to Greyrock, or deed in trust for its benefit, any property of any and every kind, belonging to this corporation, including, but not limited to, any and all real property, accounts, inventory, equipment, general intangibles, instruments, documents, chattel paper, notes, money, deposit accounts, furniture, fixtures, goods, and other property of every kind, and to execute and deliver to Greyrock any and all grants, transfers, trust receipts, loan or credit agreements, pledge agreements, mortgages, deeds of trust, financing statements, security agreements and other hypothecation agreements, which said instruments and the note or notes and other instruments referred to in the preceding paragraph may contain such provisions, covenants, recitals and agreements as Greyrock may require and said authorized officers may approve, and the execution thereof by said authorized officers shall be conclusive evidence of such approval; and that Greyrock may conclusively rely upon a certified copy of these resolutions and a certificate of the Secretary or Ass't Secretary of this corporation as to the officers of this corporation and their offices and signatures, and continue to conclusively rely on such certified copy of these resolutions and said certificate for all past, present and future transactions until written notice of any change hereto or thereto is given to Greyrock by this corporation by certified mail, return receipt requested. Stock Purchase Warrants. RESOLVED FURTHER, that, in connection with the foregoing loans, this corporation shall issue to Greyrock warrants to purchase 100,000 shares of SERIES E PREFERRED stock of this corporation, at $10.00 per share, on the terms and provisions of Greyrock's standard form Warrant to Purchase Stock and related documents, with such changes therein as Greyrock and this corporation shall agree; any officer of this corporation is hereby authorized to execute and deliver a Promissory Note in substantially the form submitted such Warrant 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 Purchase Stock 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 November 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 related documents, and the execution all documents and delivery thereof by the Corporationinstruments relating thereto, in such form and containing such additional provisions as said authorized officers may approve, 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 execution thereof by said authorized to make amendments or modifications to any one or more of the above-referenced documents and all other agreements, documents, certificates and instruments contemplated or useful in connection therewith which he deems necessary or advisable in connection with the consummation of the proposed transaction, with the approval officers shall be conclusive evidence of such amendments or modifications to be conclusively evidenced by the execution and delivery thereof;approval.