NCGNE1190_Name-Owner Change Supporting Info_1/28/2020

J. W. HARRIS CO., INC.
Secretary's Certificate
1, Jennifer I. Ansberry, Secretary of J. W. Harris Co., Inc., an Ohio corporation, (the
"Company") hereby certify as of the date hereof as follows:
I am the duly elected, qualified and acting Secretary of the Company. As such
officer, I am familiar with the corporate records of the Company.
2. Attached hereto as Exhibit A is a true and correct copy of resolutions (which
include a redaction of confidential information) duly passed on January 31, 2019
by the Board of Directors of the Company and that these resolutions are still in
full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate this
�Ay of January, 2020.
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Je nif r I. Ansberry
Secretary

EXHIBIT A
Written Action of the Boards of Directors
In Lieu of Meeting
January 31, 2019
The undersigned, being all the board members of the Boards of Directors of J.W. Harris Co., Inc.,
an Ohio corporation (the "Company"), hereby approve and adopt the following resolutions by written
consent:
Approval and Ratification of Asset Purchases
WHEREAS, the Company has entered into (i) that certain Asset Purchase
Agreement, dated December 31, 2018 (the "Winston Salem Purchase Agreement"), by and
among the Company, Worthington Cylinder Corporation, an Ohio corporation
("Cylinder"), Worthington Torch, LLC, an Ohio limited liability company ("Torch" and
together with Cylinder, "Sellers"), and Worthington Industries, Inc., an Ohio corporation
("Parent"),
WHEREAS, pursuant to the Winston Salem Purchase Agreement, on or about
December 31, 2018, the Company purchased substantially all of the assets of Sellers
relating to the soldering business operated by Sellers at 1690 Lowery Street, Winston
Salem, North Carolina, including the real estate, improvements, inventory, equipment,
intellectual property and other assets as more particularly described in the Winston Salem
Purchase Agreement (collectively, the "Winston Salem Purchased Assets") for a purchase
as described in the Winston. Salem Purchase
Agreement (the "Winston Salem Acquisition"); and
and together with the Winston Salem
Acquisition, the "Acquisitions");
NOW, THEREFORE, BE IT:
RESOLVED, that the undersigned deem it to be advisable and in the best interests
of the Company for the Company to purchase and acquire the Purchased Assets from
Cylinder and Torch, respectively, and to enter into the Purchase Agreements and to
consummate the Acquisitions and the other transactions contemplated by the Purchase
Agreements (collectively, the "Transactions");
RESOLVED FURTHER, that the Purchase Agreements and the terms and
provisions thereof, the Acquisitions and the Transactions be, and hereby are, ratified,
approved, authorized and adopted in all respects;
RESOLVED FURTHER, that all of the ancillary documents referred to in or
contemplated by the Purchase Agreements or arising in connection with the Transactions,
including without limitation, one or more bills of sale, an assignment and assumption
agreement, an assignment of intellectual property, special warranty deed, or transition
services agreement (collectively, the "Ancillary Documents"), in such form as to which
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any Authorized Officer (as defined below) executing the same may agree or has agreed,
be, and the Purchase Agreements and the Ancillary Documents hereby are, ratified,
approved, authorized and adopted in all respects, the execution and delivery of any
Ancillary Document by such Authorized Officer or Officers to be conclusive evidence of
his or their authority to do so and his or their agreement thereto; and
RESOLVED FURTHER, that any of the duly elected or appointed officers of the
Company (each an "Authorized Officer"), acting singly and without joinder, be, and each
of them individually hereby is, or any one of them, be, and hereby are, authorized and
directed to execute, deliver and perform under, for and on behalf of the Company, the
Purchase Agreements and the Ancillary Documents, with such changes, modifications, or
amendments that such Authorized Officers may deem necessary, appropriate or desirable
(which may be of a substantive nature).
General
RESOLVED, that the Authorized Officers be, and each of them individually
hereby is, authorized and empowered for and on behalf of the Company to: (i) take or cause
to be taken any and a]I such further actions, perform such other acts and to prepare, execute,
deliver and perform, or cause to be prepared, executed, delivered and performed, and where
necessary or appropriate file or cause to be filed with the appropriate governmental
authorities all such other instruments and documents, all certificates, contracts,
assignments, bonds, agreements, documents, amendments, instruments, receipts or other
papers; (ii) incur and pay or cause to be paid all fees, reimbursements, costs and expenses
contemplated by the agreements, instruments and documents authorized by the foregoing
resolutions; and (iii) engage such persons, each as such Authorized Officers shall in their
judgment determine to be necessary or appropriate to carry out fully the intent and purposes
of the foregoing resolutions (including, without limitation, the consummation and
performance of all transactions and other acts thereby contemplated or incident thereto),
and any such document executed or act performed by them or any of them shall be
conclusive evidence of their or his or her authority so to do;
RESOLVED FURTHER, that any and all actions heretofore taken or to be taken
by any and all officers, employees and agents of the Company in connection with the
foregoing resolutions be, and the same hereby are, ratified, confirmed, authorized and
approved in all respects;
RESOLVED FURTHER, any form of specific resolution to carry into effect the
purpose and intent of the foregoing resolutions, or covering authority included in matters
authorized in the foregoing resolutions is hereby adopted and incorporated herein by
reference, and the Secretary of the Company is hereby authorized and directed to insert a
copy thereof in the minute books of the Company, and to certify the same as having been
duly adopted hereby; and
RESOLVED FURTHER, that this written consent may be executed in
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same consent.
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