RECORD OF MINUTES. Plasma lgniter, LLC

Transcription

1 RECORD OF MINUTES OF Plasma lgniter, LLC

2 NAME OF LIMITED LIABILITY COMPANY: Plasma Igniter, LLC Address: North Preston Hwy., Bruceton Mills, WV Telephone Number: Charter Number: Date of organization of liability company: April 4, 2013 Founding Member(s): James E. Smith, North Preston Hwy., Bruceton Mills, WV Manager(s): Officers: member managed President and Chief Technology Officer James E. Smith Chief Executive Officer Thomas Mahoney Secretary David Speaker Annual Meeting: April 1 Day(s) Notice: Ten (10) Fiscal Year End: December 31 Method of Tax Accounting: Accrual Date to Commence Business: May 1, 2013 Accountant: Employer I.D. Number: Statutory Agent: James E. Smith 2 P age

3 PROCEEDINGS OF THE ORGANIZER OF PLASMA IGNITER, LLC Date: April I, North Preston Hwy., Bruceton Mills, WV James E. Smith On April t,2ot3, James E. Smith, an individual and West Virginia resident, desiring to form Plasma lgniter, LLC, was present at232o4 North Preston Hwy., Bruceton Mills, WV and adopted the following Resolutions: RESOLVED that James E. Smith sign, execute and file with the Ohio Secretary of State the following Articles of Organization and OriginalAppointment of Agent Form; AND RESOLVED FURTHER that upon the Secretary of State's acceptance of the Articles of Organization, the LLC will file all necessary registration / exemption forms required by various state and federal agencies that may be required. ^tj I Page

4 INITIAL PROCEEDINGS OF PTASMA IGNITER, LLC On April I0,2OL3 Plasma lgniter, LLC announced that the Company's Articles of Organization and Original Appointment of Agent Form had been filed with and accepted by the Ohio Secretary of State. lt was then ordered that the original Articles of Organization (as certified by the Secretary of State) and the OriginalAppointment of Agent Form be filed in this Company Record Book immediately preceding these Minutes. The organizer has considered the advisability of ordering the offer, sale and issuance of the Membership Units of the Limited Liability Company in such a manner that qualified Members may receive the various provisions of the lnternal Revenue Code as the same may be amended from time to time. The organizers thereupon adopted the following resolutions: 1. WHEREAS, the organizers deem it advisable to authorize Seven Hundred (700) Common Membership Units, and Three Hundred (300) Class "B" priority units, as described in the attached Februa ry L3, 20!3 Private Placement Memorand u m; 2. lt ls RESOLVED, that the Company will, and agrees to, accept subscriptions for the purchase of 700 of the Company's Common Membership Units and 300 of its Class "B" priority units. Class "B" priority units will be initially offered in accordance with the Private Placement Memorandum and Term Sheet dated February L3,2013, in a total dollar amount of Two Million Dollars (52,000,000.00) at 56,567.00) per unit payable in cash, services, or other property at a time and place and in the manner set forth below. 4 Page

5 On April 10,2013, the Organizers of Plasma lgniter, LLC, at Bruceton WV, ordered the receipt of subscriptions for membership units of the limited liability company, fixed the time and place for the receipt, and waived notice of the meeting, all in writing as follows: ORDER FOR AND WAIVER OF NOTICE OF THE RECEIPT OF SUBSCRIPTIONS AND DECLAMTION OF VALUE OF THE MEMBERSHIP UNITS OF Plasma lgniter, LLC April L0,2013 Bruceton Mills, WV Plasma lgniter, LLC We, the Organizers, waive notice of the time and place of the receipt of subscriptions, and order that subscriptions to the Common Membership Units be received at Bruceton Mills, Ohio on April L0,20L3 at 4:00 p.m., and that subscriptions to the Class "8" Priority Units be offered in accordance with the terms of the Private Placement Memorandum and Term Sheet dated February 13,2013. We fix and declare the consideration to be received by the Company for each Class "B" Priority Unit to be: 56,667.00, allof which will be allocated to stated capital. And we fix and declare the consideration to be received by the Company for each Common Membership Unit to be: One and no/l00 Dollars (51.00), allof which will be allocated to stated capital. f James E. Smith, Organizer ln accordance with this Order, subscriptions to the common units were received at Bruceton Mills WV on April 10, 20L3 at 4:00 p.m., and the following subscriptions submitted and receipt thereof accepted by the Members: See following page - 5 Page

6 PROCEEDINGS OF THE ORGANIZER OF Plasma lgniter, LLC REPORT ON SUBSCRIPTIONS RECEIVED The undersigned Organizer, having received subscriptions for units in an amount at least equal to the initial stated capital set forth in the Articles, adopt the following resolutions: RESOLVED, that all subscriptions for the Company's membership units are accepted; RESOLVED FURTHER, that all proceeds from the subscriptions be allocated as the initial stated capital of the Company; and RESOLVED FURTHER, that the books of subscription for common units are now closed, and the books of subscription for Class "8" Priority units shall remain open pending further dialog with investors. DATE:April to,20t3 6 Page

7 WAIVER OF NOTICE OF FIRST MEMBER'S MEETING We, the undersigned, being the members of Plasma lgniter, LLC, waive written notice of the first member's meeting; and, under Ohio Revised Code Section!705.27,agree that a first meeting will not be held and that any action required may be taken by our written consent. DATE: April LO,20t3 Mahoney, Member 7 Page

8 FIRST ACTION TAKEN BY WRITTEN CONSENT OF THE MEMBERS Plasma Igniter, LLC The undersigned, being the Members of Plasma Igniter, LLC, an Ohio Limited Liability Company, take and adopt the following action by written consent, without meeting: RESOLVED, that these Minutes are the Initial Member's Meeting of the limited liability company. RESOLVED, that the following persons are elected as Company Officers to serve until the Members duly elect their successors or until their earlier death, resignation, disqualification or removal: President and Chief Technology Officer James E. Smith Chief Executive Officer Thomas Mahoney Secretary David Speaker RESOLVED, that the Company is authorized to assume and pay for any reasonable expenses incurred in forming the Company, including legal fees, filing fees, recording fees and the cost of the Company minute book. RESOLVED, that the Company is authorized to pay all costs arising from the conduct of its business. Those costs are expressly assumed as liabilities of the company and the Treasurer may make arrangements to pay them. RESOLVED, that the Officers are authorized to provide for and purchase the insurance that they deem necessary or appropriate to protect the company from any liability arising out of its existence or its conduct of business, including premises, professional liability, officer s liability, general liability and property insurance. The limited liability company may purchase Key Man insurance on Member principals as appropriate, and the officers are authorized, but not required, to negotiate that coverage immediately. RESOLVED, that the Limited Liability Company commence business on or after May 1, 2013 and that its fiscal year end is December 31. RESOLVED, that while management of the Company is reserved to the Members, James E. Smith is, in addition to being an officer, named Manager, and is individually authorized to act on the Company s behalf in managing its day-to-day affairs, and has the authority to make decisions and sign documents for any matter. RESOLVED, that Contracts required in the ordinary course of day-to-day business dealings, loans, notes, mortgages or other evidences of indebtedness, contracts, leases, or any other agreements that bind or 8 P age

9 create a liability for the limited liability company may be effected, executed, delivered or entered into on behalf of the Company upon the signature of James E. Smith in his capacity as President. RESOLVED, that decisions and actions involving more than $25, require a duly authorized Members resolution. RESOLVED, that Clear Mountain Bank, of Bruceton Mills WV is named as the Company s depository, and funds deposited there may be withdrawn only upon the check, draft, note or order of this limited liability company signed by James E. Smith as President. His signature has been duly certified to the bank(s), and the bank(s) are authorized to pay and accept all checks, drafts, notes or orders so signed or endorsed. RESOLVED, that the limited liability company's officers are authorized to sign banking resolutions on prescribed forms required by the financial institution(s) with whom the limited liability company does business, provided those prescribed resolutions are not contrary to law, the limited liability company's Articles, or any governmental regulation affecting the limited liability company. RESOLVED, subject to the immediately preceding resolution, that the Company is authorized to enter into contracts for any and all services and products reasonably required in the ordinary course of staffing, managing, conducting, developing, selling, and marketing a sales and services enterprise serving the cleaning and safety product needs of the restaurant and safety-service contracting industries. RESOLVED, that the limited liability company is authorized to acquire, lease, take title to, finance, and pay for those facilities and assets necessary or appropriate to the start-up and conduct of the Company s business in the metropolitan and suburban regions where needed, and is specifically authorized to negotiate and acquire business and educational liaisons for the purpose of implementing its sales and services programs. RESOLVED, that the articles of organization, and amendments, are adopted in their current form, and as recorded with the Secretary of State. RESOLVED, that the President has reported the Company s receipt of the cash or property received for the subscriptions and has stated that the amount so paid was at least equal to the amount set forth in the Articles of Organization as that with which the limited liability company would begin business. RESOLVED, that the President is authorized and directed to execute, issue, obtain receipts for and deliver Certificates for the Membership Units of the limited liability company subscribed for and accepted and for which the consideration has been duly paid. RESOLVED, that the Company is authorized to offer and issue 300 Class B Priority Membership units in accordance with the terms of a certain February, 2013 Private Placement Memorandum and Term Sheet, which are approved and adopted by this reference. 9 P age

10 RESOLVED, that the members may adopt bylaws for the regulation of members, managers, or any matter affecting company management, provided such bylaws are not inconsistent with the articles of organization or the operating agreement. RESOLVED, that the Members need not take any further action at this time. DATE: April 1Q eage