Ohio General Corporation Law

Instructions

Annual Minutes for Shareholders and Directors

MINUTES OF ANNUAL ACTIONS TAKEN
BY THE UNANIMOUS WRITTEN CONSENT OF THE
SHAREHOLDERS AND BOARD OF DIRECTORS OF

IN LIEU OF AN ANNUAL MEETING THEREOF

These Consent Minutes describe certain annual actions taken by the Shareholders and the Board of Directors of an Ohio Business Corporation, Ohio Revised Code Section 1701.42 and 1701.54, which provide that any action required or permitted to be taken at an annual Shareholders' or Board of Directors' meeting of an Ohio business corporation may be taken without a meeting if the action is taken by all the Shareholders entitled to vote on the action and all members of the Board and is evidenced by one or more written consents or waivers describing the action taken which are signed by all of the Shareholders entitled to vote on the action and each Director and delivered to the corporation for inclusion in the minutes or filing with the corporate records, with such consent to have the effect of a unanimous meeting vote. Such consent herein and hereto is evidenced by the signatures of the Shareholders and Directors of the corporation affixed hereto.

The Shareholders and Directors acknowledge that it is necessary or desirable to take various annual actions in connection with the corporation in accordance with Ohio Corporation Act, Ohio Revised Code Section 1701.01, et seq. Therefore, the undersigned, Shareholders and Directors, being all of the Shareholders entitled to vote on these matters and all of the members of the Board of Directors of the corporation, do hereby waive (i) notice of the time, place and purpose of, (ii) call of, and (iii) the necessity of annual Shareholders' and Board of Directors' meetings thereof and unanimously and severally and collectively adopt, by consent and without the necessity and formality of convening, and in lieu of such meeting thereof, the following Acts and Resolutions as being the joint actions of the Shareholders and Board of Directors, as if in a meeting duly assembled:

Election of Directors:

RESOLVED, that each of the following persons are hereby elected to serve as a member of the Board of Directors of the Corporation, and to hold said position until the next annual meeting of the Board of Directors or until the earlier of their resignation or removal, or until their respective successors shall be duly elected and qualified:

Approval of Actions by Directors:

RESOLVED, that the actions of Board of Directors taken in the preceding year on behalf of the corporation be and they are hereby accepted, ratified and approved.

Election of Officers:

RESOLVED, that each of the following persons are hereby elected to serve as an officer of the Corporation, to hold the office or offices set forth opposite their respective names until the first annual meeting of the Board of Directors, until their earlier resignation or removal, or until their successors are duly elected and qualified:

Payment of Expenses:

RESOLVED, that the payment of corporate expenses by the Secretary of the Corporation is hereby approved, ratified and accepted.

Filing of Consent:

RESOLVED, that the Secretary of the Corporation is hereby directed to make the original of this consent part of the official minutes of the Corporation to be filed in the minute book of the Corporation.

THE UNDERSIGNED SHAREHOLDERS AND DIRECTORS, BEING ALL THE SHAREHOLDERS ENTITLED TO VOTE ON THE MATTERS DESCRIBED ABOVE, AND ALL THE ENTIRE MEMBERSHIP OF THE BOARD OF DIRECTORS OF DO HEREBY EXPRESSLY CONSENT TO THE FOREGOING RESOLUTIONS AS BEING THE JOINT ACTIONS OF THE SHAREHOLDERS AND DIRECTORS OF SUCH OHIO REVISED CODE SECTION 1701.42 AND SECTION 1701.54, AS AMENDED, AND IN LIEU OF AN ANNUAL MEETING THEREOF, TO BE EFFECTIVE AS OF

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