Common use of RESOLVED Clause in Contracts

RESOLVED. That the 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 Shares on the Nasdaq Global Market including, if applicable, the filing of a Notification Form for Listing of Additional Shares and the payment of any required fees. RESOLVED: That the Authorized Officers are hereby authorized, in the name and on behalf of the Corporation, to take any and all actions and to provide such information, either directly or through Aspire, the Agent or their respective counsel, which may be necessary or desirable to obtain the approval of the terms of the Purchase Agreement by the Financial Industry Regulatory Authority, Inc., if such approval is required. RESOLVED: That it is desirable and in the best interests of the Corporation 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 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 any and all 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 foregoing matters shall conclusively establish the authority of the officers so acting therefor from the Corporation and the approval and ratification by the Corporation of the papers and documents so executed and the action so taken. FURTHER

RESOLVED. That the 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 (i) enter into the Loan Documents, (ii) perform its obligations thereunder and (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 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 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 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 Authorized Officers, with the assistance of counsel Officers be, and each of them hereby is, authorized authorized, empowered and directed (i) to take all necessary steps execute and do all other things necessary and appropriate to effect the listing of the Shares on the Nasdaq Global Market including, if applicable, the filing of a Notification Form for Listing of Additional Shares and the payment of any required fees. RESOLVED: That the Authorized Officers are hereby authorized, deliver in the name of and on behalf of the Corporation, to take any and all actions and to provide such information, either directly or through Aspire, the Agent or their respective counsel, which may be necessary or desirable to obtain the approval of the terms of the Purchase Agreement by the Financial Industry Regulatory Authority, Inc., if such approval is required. RESOLVED: That it is desirable and in the best interests of the Corporation 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 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 any and all additional documents, agreements, certificates and other instruments to effectuate any of the foregoing resolutions or any of the transactions contemplated thereby, all with such acts changes therein as the officer so acting any said Authorized Officers may deem necessary or advisable 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 order to comply with the applicable laws name of and 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 states 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 other jurisdictions, and further RESOLVED: That all actions previously taken by any officer or manager of the Corporation in connection therewith with any matter referred 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 in or contemplated by any of the Authorized Officers of any foregoing resolutions are hereby ratified, confirmed and approved in all respects as if such paper or document or actions had been presented to the doing by any of Board for its approval prior to such actions being taken; and further RESOLVED: That the Authorized Officers of any act Corporation is hereby authorized and directed to pay all fees and expenses incurred in connection with the foregoing matters shall conclusively establish the authority execution and performance of the officers so acting therefor from 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 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 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 more counterparts, each of which shall be an original, but all of which together shall constitute one day and the approval same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and ratification 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 Corporation preferred stockholders (each a “Stockholder” and collectively the “Stockholders”) of Imprivata, Inc., a Delaware corporation (the papers and documents so executed and the action so taken. FURTHER“Company”).

RESOLVED. That the Authorized Officerscorporation’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, with the assistance except for any matter in respect of counsel be, and each which such director shall be liable under Section 174 of them hereby is, authorized and directed to take all necessary steps and do all other things necessary and appropriate to effect the listing Title 8 of the Shares on Delaware Code (relating to the Nasdaq Global Market including, if applicable, the filing of a Notification Form for Listing of Additional Shares and the payment of Delaware General Corporation Law) or any required fees. RESOLVED: That the Authorized Officers are hereby authorizedamendment thereto or successor provision thereto or shall be liable by reason that, in the name and on behalf of the Corporation, addition to take any and all actions and other requirements for such liability, he (i) shall have breached his duty of loyalty to provide such informationthe corporation or its stockholders, either directly (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 through Aspirea 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 Agent or their respective counselamendment nor repeal of this Article Eighth, which may be necessary or desirable to obtain nor the approval adoption of any provision of the terms certificate of incorporation inconsistent with this Article Eighth, shall eliminate or reduce the Purchase Agreement by the Financial Industry Regulatory Authorityeffect 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., if such approval is requiredhas caused this certificate to be signed by Constantine L. Hampers, its President and Chairman of the Board of Directors, and attested by Timothy I. McFeeley, its Secretary, this 19th day of May, 1987. RESOLVEDATTEST: NATIONAL MEDICAL CARE, INC. /s/ Timothy I. McFeeley By: /s/ Constantine L. Hampers Timothy I. McFeeley Constantine L. Hampers, M.D. Secretary President and Chairman of the Board of Directors I, MICHAEL 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 it is desirable and in this corporation was incorporated on the best interests 6th day of August, 1984, pursuant to the Corporation Law of the Corporation 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 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 State 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 any and all 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 foregoing matters shall conclusively establish the authority of the officers so acting therefor from the Corporation and the approval and ratification by the Corporation of the papers and documents so executed and the action so taken. FURTHERDelaware.

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 Authorized Officersof 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 assistance payment of counsel money and the proceeds thereof as the property of Sterling ; and it was further RESOLVED: That any BANK. BANKER OR TRUST COMPANY 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 Shares on the Nasdaq Global Market including, if applicable, the filing of a Notification Form for Listing of Additional Shares and the payment of any required fees. RESOLVED: That the Authorized Officers are hereby authorized, in the name and on behalf of the Corporation, to take any and all actions and to provide such information, either directly or through Aspire, the Agent or their respective counsel, which may be necessary or desirable to obtain the approval of the terms of the Purchase Agreement by the Financial Industry Regulatory Authority, Inc., if such approval is required. RESOLVED: That it is desirable and in the best interests of the Corporation 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 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 they hereby are, authorized and requested to perform on behalf 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 Corporation any same instruments or the proceeds thereof." I further certify that the foregoing resolutions remain in force and all such acts as have not been rescinded or modified. I further certify that I am the officer so acting may deem necessary or advisable in order to comply custodian of and an) familiar with the applicable laws books and records of said corporation and nothing contained in the Certificate of Incorporation, By-Laws or any such states and other jurisdictions, and in connection therewith to execute, affix records prohibits 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 aforementioned agreements by said corporation. I further certify that the following are duty elected officers of any such paper or document or the doing by any of the Authorized Officers of any act in connection with the foregoing matters shall conclusively establish the authority of the officers so acting therefor from the Corporation and the approval and ratification by the Corporation of the papers and documents so executed and the action so takenthis corporation: President: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Treasurer: ▇▇▇▇▇ ▇. FURTHER▇▇▇▇▇▇▇▇▇

RESOLVED. That the Authorized OfficersChief 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 assistance of counsel beChief Executive Officer, as conclusively evidenced by such officer's approval or execution and delivery thereof), and each of them hereby is, authorized and directed to take all necessary steps and do all other things necessary and appropriate to effect consummate the listing of the Shares on the Nasdaq Global Market including, if applicable, the filing of a Notification Form for Listing of Additional Shares and the payment of any required fees. transactions contemplated thereby; RESOLVED: That the Authorized Officers are hereby authorizedCorporation 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 take execute and deliver any and all actions related documents, and to provide such informationthe execution and delivery thereof by the Corporation, either directly or through Aspire, and the Agent or their respective counsel, which may be necessary or desirable to obtain the approval consummation of the terms of the Purchase Agreement by the Financial Industry Regulatory Authoritytransactions contemplated thereby, Inc., if such approval is required. hereby approved; RESOLVED: That it is desirable and the Chief Executive Officer of the Corporation, in the best interests name of the Corporation 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 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 Corporation, is authorized to make amendments or modifications to any one or more of the above-referenced documents and all such acts as the officer so acting may deem other agreements, documents, certificates and instruments contemplated or useful in connection therewith which he deems 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 foregoing matters shall conclusively establish the authority consummation of the officers so acting therefor from the Corporation and proposed transaction, with the approval and ratification of such amendments or modifications to be conclusively evidenced by the Corporation of the papers execution and documents so executed and the action so taken. FURTHERdelivery thereof;

RESOLVED. That Any such substitution pursuant to (a) above shall not be effected prior to the Authorized Officersdelivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof, with the assistance of counsel beif any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at such entity's request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. In furtherance of them hereby isthe foregoing, authorized if the Seller is not a member of MERS and directed repurchases a Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to take execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. Pursuant to the Custodial Agreement, the Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the Trustee and the Servicer an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the Custodial Agreement, not later than 90 days after the end of the Pre- Funding Period, the Custodian is required to deliver to the Depositor, the Seller, the Trustee and the related Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the Custodial Agreement, the Custodian will be required to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all necessary steps right, title and do all other things necessary interest of the party so endorsing, as noteholder or assignee thereof, in and appropriate to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the listing assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). It is understood and agreed that the obligation of the Shares on Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the Nasdaq Global Market including, if applicablerequirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the filing of a Notification Form Depositor and any Certificateholder against the Seller. The Trustee shall pay to the Custodian from time to time reasonable compensation for Listing of Additional Shares all services rendered by it hereunder or under the Custodial Agreement, and the payment of any required fees. RESOLVED: That Trustee shall pay or reimburse the Authorized Officers are hereby authorizedCustodian upon its request for all reasonable expenses, in the name disbursements and on behalf of the Corporation, to take any and all actions and to provide such information, either directly advances incurred or through Aspire, the Agent or their respective counsel, which may be necessary or desirable to obtain the approval of the terms of the Purchase Agreement made by the Financial Industry Regulatory Authority, Inc., if such approval is required. RESOLVED: That it is desirable and Custodian in the best interests of the Corporation 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 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 any and all such acts as the officer so acting may deem necessary or advisable in order to comply accordance 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 provisions of this Agreement or the Custodial Agreement, except any such paper expense, disbursement or document advance as may arise from its negligence or the doing by any of the Authorized Officers of any act in connection with the foregoing matters shall conclusively establish the authority of the officers so acting therefor from the Corporation and the approval and ratification by the Corporation of the papers and documents so executed and the action so taken. FURTHERbad faith.

RESOLVED. That it is the Authorized Officers, intention of the Corporation to give the persons empowered to trade in Contracts the broadest possible power with respect to the assistance account or accounts of counsel bethe Corporation, and the 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 empowered persons. I further certify that, as applicable, each of them hereby isthe 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, authorized pursuant to its corporate charter, has the power to effect the transactions and directed to take all necessary steps 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 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 appropriate to effect the listing of the Shares on the Nasdaq Global Market including, if applicable, the filing of a Notification Form for Listing of Additional Shares confirm any and the payment of any required fees. RESOLVED: That the Authorized Officers are hereby authorized, in the name 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, 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 take (and in no way limits or restricts) any rights which Paramount may have under any other agreement or agreements between Paramount and all actions I. I understand and certify that I have the financial resources to provide such information, either directly or through Aspireenter into this agreement and that I fully understand the trading objectives of my agent and 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 or their respective counsel, which may be necessary or desirable and the undersigned that concern the Agent's advice in regards to obtain the approval Account. Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the terms of the Purchase Agreement by the Financial Industry Regulatory Authority, Inc., if such approval is required. RESOLVED: That it is desirable Agent and Attorney-in-Fact agree to compensation in the best interests form of the Corporation that its Common Stock be qualified or registered for salecommissions, please see Column 2 below labeled “Commissions to the extent required by law, in various states and other jurisdictions, and that the 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 any and all such acts as the officer so acting may deem necessary or advisable Charge” in order to comply 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 “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 applicable laws 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 such states and other jurisdictionsperformance record provided to you by the Agent, and in connection therewith review any contractual agreement to execute, affix the Corporation’s seal to be executed by 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 foregoing matters shall conclusively establish the authority of the officers so acting therefor from the Corporation between you and the approval and ratification by the Corporation of the papers and documents so executed and the action so taken. FURTHERAgent.