THE CORPORATIONS EXISTENCE. The complete and coryect name of the Corporation is Aperture Technology Corp. (Corporation). The Corporation is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the Strte of California. The Corporation is duly authorized to transact business in the State of California and all other states in which the Corporation is doing business, having obtained all necessary filings, governmental licenses and apgrovals for each state in which the Corporation is doing business. Specifically, the Corporation is, and at all times shall be, duly qualified as a foreign corporation in all sqates in which the failure to qualify would have a material adverse effect on its business or financial condition. The Corporataon has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. The Corporation maiktains an office at 600 Townsend Street, San Francisco, CA 94103. Unless the Corporation has designated otherwise in writing, thx principal office is the office at which the Corporation keeps its books and records. The Corporation will notify Buyer prior to any change in the location of The Corporations state of organization or any change in The Corporations name. The Corporatdon shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply wich all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority of court applicable to the Corporation and The Corporations business activitiqs.
RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the Corporation is a close corporation having no Board of Directors then zt a meeting of the Corporations shareholders, duly called and held on May 22, 2007, at which a quorum was present and voting, or by other duly authorized action in lieu of a meeting, the resolutions set forth in this Resolution were adopted.
BENEFIT TO THE CORPORATION. The granting ob the loan or other financial accommodations described below from Buyer to Aperture Technologies, Inc. will be beneficial to the Corporation, and accordingly is willing to provide its guaranty to Buyer and grant collateral to secxre the indebtedness of Aperture Technologies, Inc. to Buyer as provided below.
OFFICERS. The following named persons are officers of Aperture Technology Corp.:
NAMES
TITLRS
AUTHORIZED
ACTUAL SIGNATURES
Joshua Wilson
Principal
Y
X
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