EX-24.2 7 ex24_2.htm EXHIBIT 24.2
Exhibit 24.2

ENPRO INDUSTRIES, INC.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Corporation with the SEC of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), to be substantially in the form as approved by the Secretary of the Corporation or any other officer of the Corporation designated by him, such approval to be evidenced conclusively by the execution thereof, for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the New Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Corporation are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Corporation each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Indenture, any supplemental indenture thereto and the debt securities to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Corporation required by applicable law to be affixed to each such Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Corporation and the approval and certification by the Corporation of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Robert S. McLean, Secretary of EnPro Industries, Inc., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated September 25, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.
 
 
By:
/s/ Robert S. McLean
 
Name:

Robert S. McLean
 
Title:
Secretary


APPLIED SURFACE TECHNOLGY, INC.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Tanya D. Greeley, Secretary of Applied Surface Technology, Inc., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Tanya D. Greeley
 
Name:

Tanya D. Greeley
 
Title:
Secretary


BELFAB, INC.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Tanya D. Greeley, Secretary of Belfab, Inc., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.
 
 
By:
/s/ Tanya D. Greeley
 
Name:

Tanya D. Greeley
 
Title:
Secretary


COLTEC INTERNATIONAL SERVICES CO.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Tanya D. Greeley, Secretary of Coltec International Services Co., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Tanya D. Greeley
 
Name:

Tanya D. Greeley
 
Title:
Secretary


COMPRESSOR PRODUCTS INTERNATIONAL LLC

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any manager or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such manager or officer personally or by an attorney-in-fact duly appointed in writing by such manager or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Robert S. McLean, Secretary of Compressor Products International LLC do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Managers of said limited liability company by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Robert S. McLean
 
Name:

Robert S. McLean
 
Title:
Secretary


ENPRO ASSOCIATES, LLC

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any manager or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such manager or officer personally or by an attorney-in-fact duly appointed in writing by such manager or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Robert S. McLean, Secretary of EnPro Associates LLC, do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Managers of said limited liability company by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Robert S. McLean
 
Name:

Robert S. McLean
 
Title:
Secretary
 

ENPRO HOLDINGS, INC.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Robert S. McLean, Secretary of EnPro Holdings, Inc., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.
 
 
By:
/s/ Robert S. McLean
 
Name:

Robert S. McLean
 
Title:
Secretary


ENPRO LEARNING SYSTEMS, LLC

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any manager or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such manager or officer personally or by an attorney-in-fact duly appointed in writing by such manager or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, George W. Clark, II, Secretary of EnPro Learning Systems, LLC, do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Managers of said limited liability company by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ George W. Clark, II
 
Name:

George W. Clark, II
 
Title:
Secretary


FAIRBANKS MORSE, LLC

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any manager or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such manager or officer personally or by an attorney-in-fact duly appointed in writing by such manager or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, George W. Clark, II, Secretary of Fairbanks Morse, LLC, do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Managers of said limited liability company by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.
 
 
By:
/s/ George W. Clark, II
 
Name:

George W. Clark, II
 
Title:
Secretary


GARLOCK HYGIENIC TECHNOLOGIES, LLC

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any manager or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such manager or officer personally or by an attorney-in-fact duly appointed in writing by such manager or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Christopher Drake, Secretary of Garlock Hygienic Technologies, LLC, do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Managers of said limited liability company by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.
 
 
By:
/s/ Christopher Drake
 
Name:

Christopher Drake
 
Title:
Secretary


GARLOCK INTERNATIONAL INC.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Christopher Drake, Secretary of Garlock International Inc., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Christopher Drake
 
Name:

Christopher Drake
 
Title:
Secretary


GARLOCK OVERSEAS CORPORATION

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Christopher Drake, Secretary of Garlock Overseas Corporation, do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Christopher Drake
 
Name:

Christopher Drake
 
Title:
Secretary


GARLOCK PIPELINE TECHNOLOGIES, INC.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Robert S. McLean, Secretary of Garlock Pipeline Technologies, Inc., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.
 
 
By:
/s/ Robert S. McLean
 
Name:

Robert S. McLean
 
Title:
Secretary


GARLOCK SEALING TECHNOLOGIES, LLC

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any manager or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such manager or officer personally or by an attorney-in-fact duly appointed in writing by such manager or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Christopher Drake, Secretary of Garlock Sealing Technologies, LLC, do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Managers of said limited liability company by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Christopher Drake
 
Name:

Christopher Drake
 
Title:
Secretary


GARRISON LITIGATION MANAGEMENT, INC.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Christopher Drake, Secretary of Garrison Litigation Management, Ltd., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Christopher Drake
 
Name:

Christopher Drake
 
Title:
Secretary


GGB, INC.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Robert S. McLean, Secretary of GGB, Inc., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Robert S. McLean
 
Name:

Robert S. McLean
 
Title:
Secretary


GGB LLC

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any manager or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such manager or officer personally or by an attorney-in-fact duly appointed in writing by such manager or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Robert S. McLean, Secretary of GGB LLC, do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Managers of said limited liability company by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Robert S. McLean
 
Name:

Robert S. McLean
 
Title:
Secretary


QUALISEAL TECHNOLOGY, LLC

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any manager or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such manager or officer personally or by an attorney-in-fact duly appointed in writing by such manager or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Tanya D. Greeley, Secretary of Qualiseal Technology, LLC, do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Managers of said limited liability company by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Tanya D. Greeley
 
Name:

Tanya D. Greeley
 
Title:
Secretary


STEMCO PRODUCTS, INC.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Tanya D. Greeley, Secretary of Stemco Products, Inc., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Tanya D. Greeley
 
Name:

Tanya D. Greeley
 
Title:
Secretary


TECHNETICS GROUP DAYTONA, INC.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Tanya D. Greeley, Secretary of Technetics Group Daytona, Inc., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Tanya D. Greeley
 
Name:

Tanya D. Greeley
 
Title:
Secretary


TECHNETICS GROUP LLC

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any manager or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such manager or officer personally or by an attorney-in-fact duly appointed in writing by such manager or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Tanya D. Greeley, Secretary of Technetics Group LLC, do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the sole manager of said limited liability company by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.

 
By:
/s/ Tanya D. Greeley
 
Name:

Tanya D. Greeley
 
Title:
Secretary


TECHNETICS GROUP OXFORD, INC.

CERTIFIED RESOLUTION

FURTHER RESOLVED, that the execution and filing on behalf of the Company with the Securities and Exchange Commission of registration statements on Form S-1, S-3 or S-4, including any amendments and supplements thereto (each, a “Registration Statement”), for registration of Registered Exchange Offers for, or the resale of, under the Securities Act of the Senior Notes pursuant to and in accordance with the Registration Rights Agreement, are hereby approved and authorized; and the officers of the Company are, and each of them hereby is, authorized to execute, deliver and file in the name and on behalf of the Company each such Registration Statement and all such other documents, certificates and instruments, to take all actions necessary to qualify under the Trust Indenture Act of 1939 the Senior Notes Indenture, any supplemental indenture thereto and the debt securities and guarantees to be issued thereunder, and to take all such other actions, as they deem necessary in connection with the foregoing; and the signature of any director or officer of the Company required by applicable law to be affixed to the Registration Statement may be affixed by any such director or officer personally or by an attorney-in-fact duly appointed in writing by such director or officer to sign his or her name thereto; and the execution by such officers of any such documents, certificates and instruments or the doing by them of any action in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and certification by the Company of the documents, certificates and instruments so executed and the actions so taken.

* * * * * * *

I, Tanya D. Greeley, Secretary of Technetics Group Oxford, Inc., do hereby certify that the foregoing is a full, true and complete extract of resolutions adopted by the Board of Directors of said corporation by unanimous written consent to action without meeting dated October 1, 2018.

IN WITNESS WHEREOF, I have hereunto set my hand, this the 28th of March, 2019.
 
 
By:
/s/ Tanya D. Greeley
 
Name:

Tanya D. Greeley
 
Title:
Secretary