Common use of RESOLVED Clause in Contracts

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 be, and each of them hereby is, authorized, empowered and directed (i) to execute and deliver in the name of and on behalf of the Corporation any and all additional documents, agreements, certificates and other instruments to effectuate any of the foregoing resolutions or any of the transactions contemplated thereby, all with such changes therein as any said Authorized Officers may deem necessary or desirable, and (ii) to take such action (including without limitation the filing of any and all applications and the payment of any and all expenses), or to cause others to take such action in the 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 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 execution and performance of the Loan Documents. This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and 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 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 preferred stockholders (each a “Stockholder” and collectively the “Stockholders”) of Imprivata, Inc., a Delaware corporation (the “Company”).

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 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, empowered 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 execute and deliver in the name of and perform on behalf of the Corporation any and all additional documents, agreements, certificates and other instruments to effectuate any of such acts as the foregoing resolutions or any of the transactions contemplated thereby, all with such changes therein as any said Authorized Officers officer so acting may deem necessary or desirable, and (ii) advisable in order to take such action (including without limitation comply with the filing of any and all applications and the payment of any and all expenses), or to cause others to take such action in the 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 applicable laws of any such documentstates and other jurisdictions, agreementand in connection therewith to execute, certificateaffix the Corporation’s seal to and file all requisite papers and documents, or other instrument or the taking including, without limitation, applications, resolutions, reports, surety bonds, irrevocable consents and appointments of any such action shall be conclusive evidence attorneys for service of such Authorized Officer’s authority hereunder to so actprocess; 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 that execution by any of the foregoing resolutions are hereby ratified, confirmed and approved in all respects as if Authorized Officers of any such actions had been presented to paper or document or the Board for its approval prior to such actions being taken; and further RESOLVED: That doing by any of the Corporation is hereby authorized and directed to pay all fees and expenses incurred Authorized Officers of any act in connection with the execution and performance foregoing matters shall conclusively establish the authority of the Loan Documents. This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day officers so acting therefor from the Corporation and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as approval and ratification by the Corporation of the last date written below papers 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 documents so executed and the same instrumentaction so taken. 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 preferred stockholders (each a “Stockholder” and collectively the “Stockholders”) of Imprivata, Inc., a Delaware corporation (the “Company”).FURTHER

RESOLVED. That the grant corporation’s Certificate of Incorporation be amended by inserting therein a continuing security interest 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 all personal property respect of which such director shall be liable under Section 174 of Title 8 of the Delaware Code (relating to the Delaware General Corporation (except certain intellectual propertyLaw) under the Loan Agreement is hereby authorizedor any amendment thereto or successor provision thereto or shall be liable by reason that, approved in addition to any and adopted in all respects; and further RESOLVED: That the formother requirements for such liability, 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 he (i) enter into shall have breached his duty of loyalty to the Loan Documentscorporation or its stockholders, (ii) perform its obligations thereunder and shall not have acted in good faith or, in failing to act, shall not have acted in good faith, (iii) take all actions contemplated thereby; and further RESOLVED: That 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 Corporation hereby adoptsamendment nor repeal of this Article Eighth, 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 nor 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 provision of the Corporation (eachcertificate of incorporation inconsistent with this Article Eighth, an “Authorized Officer”) at shall eliminate or reduce the time effect of this Article Eighth 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 respect 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 bematter occurring, and each of them hereby is, authorized, empowered and directed (i) to execute and deliver in the name of and on behalf of the Corporation any and all additional documents, agreements, certificates and other instruments to effectuate any of the foregoing resolutions or any cause of the transactions contemplated therebyaction, all with such changes therein as any said Authorized Officers may deem necessary suit or desirableclaim that, and (ii) to take such action (including without limitation the filing of any and all applications and the payment of any and all expenses)but for this Article Eighth would accrue or arise, or to cause others to take such action in the 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 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; 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 further RESOLVED: That the Corporation is hereby authorized and directed to pay all fees and expenses incurred in connection with the execution and performance Chairman of the Loan DocumentsBoard of Directors, and attested by Timothy I. McFeeley, its Secretary, this 19th day of May, 1987. This Written Consent may be signed in two or more counterpartsATTEST: NATIONAL MEDICAL CARE, each of which shall be an originalINC. /s/ Timothy I. McFeeley By: /s/ Constantine L. Hampers Timothy I. McFeeley Constantine L. Hampers, but all of which together shall constitute one day M.D. Secretary President and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as Chairman of the last date written below and shall be filed in the minute book Board of the Corporation with the minutes of the meetings of the BoardDirectors 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. ▇▇▇▇▇ ▇▇▇▇▇▇▇ DateAND 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: January 20, 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date| 1764464 DATE: January , 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date06/27/1988 DELAWARE. 881730109 AUTHENTICATION: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date| 1764464 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 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 preferred stockholders (each a “Stockholder” and collectively the “Stockholders”) of Imprivata06/27/1988 National Medical Care, Inc., a Delaware corporation (organized and existing under the “Company”)laws of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That this corporation was incorporated on the 6th day of August, 1984, pursuant to the Corporation Law of the State of Delaware.

RESOLVED. That the grant any officer or officers of a continuing security interest 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 all personal property of the Corporation (except certain intellectual property) under the Loan Agreement is hereby authorized, approved and adopted in all respectsconnection with any further financial arrangements with this corporation; and it was further RESOLVED: That all acts of the formof this corporation and/ or their nominees and all agreements, terms modifications, transfers, assignments, certificates and provisions ofstatements, 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 performance name of this corporation to any and all checks, drafts and other Instruments or orders for the transactions contemplated by payment of money, payable to this corporation or its order, to deposit the Loan Documents in 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 foregoing resolutions 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, authorizedauthorized and requested to receive for deposit to the credit of Sterling without further inquiry, approved all such checks, drafts and adopted in all respects 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 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 disposition which Sterling may or shall make of the same were presented herewith, any standard form 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 resolution required by SVB in connection and an) familiar with the Loan Documents, including without limitation, those resolutions attached hereto as Exhibit C; books and that any Authorized Officer (as defined below) be, records of said corporation and hereby is, authorized to certify the adoption of any such resolution and is directed to record any resolutions so certified nothing contained in the Corporation’s minute book; and further RESOLVED: That the Chief Executive OfficerCertificate of Incorporation, President, Chief Financial Officer, Vice President, Assistant Vice President, Treasurer, Assistant Treasurer, Secretary By-Laws 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 other records prohibits the execution of any such officer or agent shall be conclusive proof the aforementioned agreements by said corporation. I further certify that the following are duty elected officers of the approval of all of the terms and conditions thereof for and on behalf of the Corporation; and further RESOLVEDthis corporation: That the Authorized Officers be, and each of them hereby is, authorized, empowered and directed (i) to execute and deliver in the name of and on behalf of the Corporation any and all additional documents, agreements, certificates and other instruments to effectuate any of the foregoing resolutions or any of the transactions contemplated thereby, all with such changes therein as any said Authorized Officers may deem necessary or desirable, and (ii) to take such action (including without limitation the filing of any and all applications and the payment of any and all expenses), or to cause others to take such action in the 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 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 RESOLVEDPresident: 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 execution and performance of the Loan Documents. This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and 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 ▇▇▇▇ ▇▇▇▇▇▇ DateTreasurer: 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 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 preferred stockholders (each a “Stockholder” and collectively the “Stockholders”) of Imprivata, Inc., a Delaware corporation (the “Company”).

RESOLVED. That that the grant of a continuing security interest in all personal property escrow obligations of the Corporation (except certain intellectual property) under Securityholders as set forth in the Loan Transaction Agreement is are hereby authorizedadopted, 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 the form, terms and provisions of, and the performance that $250,000 of the transactions contemplated 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 Loan Documents Securityholder Representative in performing its duties pursuant to the foregoing resolutions be, and they Transaction Agreement are hereby are, authorizedadopted, approved and adopted agreed to 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 therebyrespects; 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 be, and each of them hereby is, authorizedauthorized and empowered to prepare, empowered execute and directed (i) 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 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 to the Paying Agent the Letter of Transmittal (each as defined in the name of Transaction Agreement) to receive the consideration to which such Signing Stockholder is entitled pursuant to the Transaction Agreement and on behalf of any other agreement required to be delivered by such Signing Stockholder in order to effect the Corporation any Mergers 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 changes therein as any said Authorized Officers may deem necessary or desirable, and (ii) to take such action (including without limitation the filing of any and all applications and the payment of any and all expenses), or to cause others to take such action in the 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 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 , that each of the Corporation in connection with Signing Stockholders consents and agrees that any matter referred payments required to in or contemplated be made to Leone Healthcare Holdings LLC, pursuant to the Amended and Restated Side Letter Agreement dated April 17, 2019, by any and among LAB Holdings, LLC, Savanna Holdings LLC, Jermyn Street Associates LLC and Leone Healthcare Holdings LLC, shall be payable out of the foregoing resolutions are hereby ratified, confirmed and approved in all respects as if such actions had been presented to proceeds received by the Board for its approval prior to such actions being taken; and further RESOLVED: That stockholders of the Corporation is hereby authorized and directed to pay all fees and expenses incurred Company in connection with the execution Mergers; and performance of the Loan Documents. This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and 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 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 preferred stockholders (each a “Stockholder” and collectively the “Stockholders”) of Imprivata, Inc., a Delaware corporation (the “Company”).further

RESOLVED. That it is 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 intention of the Corporation to make, execute and deliver give the Loan Documents together persons empowered to trade in Contracts the broadest possible power with any and all amendments, supplements, modifications, extensions, restatements, renewals, replacements and any additional agreements, documents and instruments relating respect to the foregoing and all such agreements, documents and instruments shall contain such terms, conditions and waivers as such officer account or agent deems necessary or desirable in the interest accounts of the Corporation, and the execution of any such officer or agent shall be conclusive proof of the approval of all of the terms and conditions thereof for and on behalf of the Corporation; and further RESOLVED: That the Authorized Officers be, and each of them hereby is, authorized, empowered and directed (i) Corporation agrees to execute and deliver in the name of and on behalf of the Corporation hold Paramount harmless against any and all additional documentsclaims that may arise by reason of following any instruction, agreements, certificates and other instruments to effectuate any of the foregoing resolutions order or any of the transactions contemplated thereby, all with such changes therein as any said Authorized Officers may deem necessary or desirable, and (ii) to take such action (including without limitation the filing of any and all applications and the payment of any and all expenses), or to cause others to take such action in the 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 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 direction given by any of the foregoing resolutions are hereby ratifiedempowered persons. I further certify that, confirmed as applicable, each of the following has been duly elected and approved in all respects as if such actions had been presented to is now legally holding the Board for its approval prior to such actions being taken; and office designated below his or her respective name: President Vice President Treasurer Director Secretary Director I further RESOLVED: That certify that the Corporation is hereby authorized duly organized and directed existing and, pursuant to pay its corporate charter, has the power to effect the transactions and to take all fees actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and expenses incurred in connection with maintaining accounts for the execution Corporation. In witness whereof, I have hereunto subscribed my name and performance of affixed the Loan Documents. This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and 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 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 minutes same force and effect as I might or could do with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases sales or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fxparamount, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to the benefit of Paramount present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever and of the meetings assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which Paramount may have under any other agreement or agreements between Paramount and I. I understand and certify that I have the Boardfinancial resources to enter 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. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January 20In addition, 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January the undersigned has provided Paramount with a copy of any disclosure document, 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January managed account agreement, 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 other such materials executed by and between Agent and the same instrumentundersigned that concern the Agent's advice in regards to the Account. The undersigned further direct that this Written Consent shall take effect immediately as Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the last date written below Agent and shall be filed Attorney-in-Fact agree to compensation in the minute book form of commissions, please see Column 2 below labeled “Commissions to Charge” in order to review the Corporation 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 minutes 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 meetings of the Board. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January Agent, 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 and review any contractual agreement to be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day executed by and between you 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 preferred stockholders (each a “Stockholder” and collectively the “Stockholders”) of Imprivata, Inc., a Delaware corporation (the “Company”)Agent.