Action by Written Consent of The

THE UNIVERSITY OF TOLEDO BOARD OF TRUSTEES

RESOLUTION NO. 14-03-05

ACTION BY WRITTEN CONSENT OF THE SOLE MEMBER OF SCIENCE TECHNOLOGY & INNOVATION ENTERPRISES (DBA: THE UNIVERSITY OF TOLEDO INNOVATION ENTERPRISES)

WHEREAS, pursuant to Section 1702.25 of the Ohio Revised Code, the undersigned, being the sole member of Science Technology & Innovation Enterprises, an Ohio non- profit corporation (the “Corporation”), hereby takes and adopts the following actions in writing, in lieu of the annual meeting.

THEREFORE, BE IT RESOLVED,

that William S. Messer, Jr. is hereby nominated and appointed as an additional Director; and

THEREFORE, BE IT RESOLVED,

that C. William Fall is hereby nominated and appointed as Chair of the Board of Directors; and

BE IT FURTHER RESOLVED,

that upon adoption of this action, the following individuals shall be the Directors of the Corporation, serving the terms indicated below:

Director Duration of Term

Thomas E. Brady 2010 through 2016 William C. Carroll 2013 through 2019 C. William Fall 2012 through 2018 Roosevelt Gant 2008 through 2014 Thomas G. Gutteridge 2012 through 2018 David G. Huey 2008 through 2014 Jeannie Hylant 2008 through 2014 William C. Koester 2010 through 2016 Peter Machin 2011 through 2017 William S. Messer, Jr. 2014 through 2020 William McCreary 2009 through 2015 Frederick Yocum 2010 through 2016

Lloyd A. Jacobs – Indefinite term, ex-officio voting director, by virtue of serving as President of The University of Toledo; and

Scott Scarborough – Indefinite term, ex-officio voting director, by virtue of serving as Provost of The University of Toledo; and

Joseph H. Zerbey, IV – Indefinite term, ex-officio voting director, by virtue of serving as Chair of The University of Toledo Board of Trustees; and BE IT FINALLY RESOLVED,

by execution of the President of the sole member pursuant to authority duly granted to him by the Board of Trustees of The University of Toledo at its meeting April 14, 2014, the sole member of the Corporation has adopted this Action by Written Consent, effective as of April 14, 2014.