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WRITTEN CONSENT
<br />OF THE
<br />SOLE MEMBER
<br />OF EACH OF
<br />GRAY MATTER SYSTEMS, LLC
<br />GRAY MATTER SYSTEMS CANADA, LLC,
<br />August 14, 2018
<br />The undersigned, being the sole member (the **Sole Member") of each of Gray Matter
<br />Systems, LLC, a Delaware limited liability company ("GMS"), and Gray Matter Systems
<br />Canada, LLC, a Delaware limited liability company ("GMS Canada" and together with C.
<br />the "Companies"Limited Liability and each, a "Company'). acting pursuant to the Delaware
<br />Company Act and the respective Operating Agreements of the Companies, do hereby consent to
<br />the adoption of the following resolutions.
<br />WHEREAS, pursuant to (i) Section 5.01(b) of the Operating Agreement of GMS, dated
<br />as of November 16, 2017, and (ii) Section 5.01(b) of the Operating Agreement of GMS Canada.,
<br />dated as of November 16, 2017. the Sole Member may appoint officers and agents of the
<br />Companies to which the Sole Member may delegate whatever duties, responsibilities and
<br />authority the Sole Member may desire; and
<br />WHEREAS. the Sole Member desires to delegate to Mandy (trey, an employee of GMS
<br />(the "Agent"), the authority to execute certain customer and/or vendor contracts on behalf of the
<br />Companies.
<br />NOW, THEREFORE, BE IT:
<br />RESOLVED, that the Agent be. and hereby is, ,ranted the authority to execute, on
<br />behalf of the Companies but subject to the oversight and direction of the executive officers of the
<br />Company, contracts and other documents with respect to customers and/or vendors, including by
<br />way of example, customer or service agreements, supply or vendor agreements, non -disclosure
<br />agreements. IRS Form W -9"s and documents prepared and/or submitted by a Company in
<br />connection with bids for customer accounts.
<br />RESOLVED, that the Authorized Persons be, and each of them hereby is, authorized,
<br />directed and empowered to take all such further actions and to execute and deliver all such
<br />further agreements, instruments, consents, assignments, confirmations, powers of attorney,
<br />allonges, assumptions, affidavits, endorsements, certificates and other documents (collectively,
<br />the "Additional Documents"), to make such book entries, and/or to perform any and all further
<br />{35Q1385; 1;60908-V)11
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