|
The undersigned, being the sole Member and Sole Manager of Oxbow Mining Oak Mesa
<br />LLC (the "Company") a limited liability company, organized and existing under and by virtue of
<br />the laws of the State of Delaware, do hereby consent, pursuant to the applicable laws of said state, to
<br />the adoption of the following resolutions with the same force and effect as if duly adopted at a
<br />special meeting held for that purpose:
<br />WHEREAS, the Sole Member and the Sole Manager of the Company have
<br />determined that it is in the best interests of the Company to merge the Company with and into
<br />Oxbow Mining, LLC, a Delaware limited liability company ("Oxbow Mining"), and to enter
<br />into, execute and deliver an Agreement and Plan of Merger between the Company and Oxbow
<br />Mining, pursuant to the terns and conditions stated therein.
<br />NOW THEREFORE, BE IT RESOLVED, that David W- Clark, as Assistant
<br />Secretary of the Company, or any officer of the Company, is authorized to execute, deliver and
<br />perform, on behalf of the Company, the Agreement and Plan of Merger, substantially in the form
<br />of Exhibit "A." with such changes as any officer of the Company, acting alone, may by his or her
<br />execution and delivery thereof deem to be in the best interests of the Company, with such
<br />execution and delivery of the Agreement and Plan of Merger, or any other documents to be
<br />conclusive evidence that the form, terms and provisions thereof have been approved by the Sole
<br />Member and the Sole Manager, and any and all additional documents and certificates to be
<br />executed and delivered in connection N%ith the Agreement and Plan of Merger, and be it
<br />FURTHER RESOLVED, that the Assistant Secretary of the Company be and is
<br />hereby authorized and directed in the name and on behalf of the Company, to take or cause to be
<br />taken all actions necessary to execute, deliver and perform the Agreement and Plan of Merger,
<br />and to take such other actions, and execute and deliver such other notices, letters, certificates,
<br />agreements. papers or instruments (all of which are to be in such form and of such substance as such
<br />officers may, upon advice of counsel, deem to be necessary or desirable, the execution thereof by
<br />such officers to be conclusive evidence of such approval) as may be deemed necessary, desirable or
<br />appropriate to perfor n the same and to carry out the intent and purposes of these resolutions; and
<br />it is
<br />Q,
<br />OXXBOW MINING OAK MESA LLC C—
<br />r•, ��
<br />C—
<br />a:
<br />C
<br />Cr) ,
<br />C
<br />Consent of Sole Member and Managers
<br />Effective as of March 31, 2015
<br />c,
<br />�
<br />Y
<br />4
<br />The undersigned, being the sole Member and Sole Manager of Oxbow Mining Oak Mesa
<br />LLC (the "Company") a limited liability company, organized and existing under and by virtue of
<br />the laws of the State of Delaware, do hereby consent, pursuant to the applicable laws of said state, to
<br />the adoption of the following resolutions with the same force and effect as if duly adopted at a
<br />special meeting held for that purpose:
<br />WHEREAS, the Sole Member and the Sole Manager of the Company have
<br />determined that it is in the best interests of the Company to merge the Company with and into
<br />Oxbow Mining, LLC, a Delaware limited liability company ("Oxbow Mining"), and to enter
<br />into, execute and deliver an Agreement and Plan of Merger between the Company and Oxbow
<br />Mining, pursuant to the terns and conditions stated therein.
<br />NOW THEREFORE, BE IT RESOLVED, that David W- Clark, as Assistant
<br />Secretary of the Company, or any officer of the Company, is authorized to execute, deliver and
<br />perform, on behalf of the Company, the Agreement and Plan of Merger, substantially in the form
<br />of Exhibit "A." with such changes as any officer of the Company, acting alone, may by his or her
<br />execution and delivery thereof deem to be in the best interests of the Company, with such
<br />execution and delivery of the Agreement and Plan of Merger, or any other documents to be
<br />conclusive evidence that the form, terms and provisions thereof have been approved by the Sole
<br />Member and the Sole Manager, and any and all additional documents and certificates to be
<br />executed and delivered in connection N%ith the Agreement and Plan of Merger, and be it
<br />FURTHER RESOLVED, that the Assistant Secretary of the Company be and is
<br />hereby authorized and directed in the name and on behalf of the Company, to take or cause to be
<br />taken all actions necessary to execute, deliver and perform the Agreement and Plan of Merger,
<br />and to take such other actions, and execute and deliver such other notices, letters, certificates,
<br />agreements. papers or instruments (all of which are to be in such form and of such substance as such
<br />officers may, upon advice of counsel, deem to be necessary or desirable, the execution thereof by
<br />such officers to be conclusive evidence of such approval) as may be deemed necessary, desirable or
<br />appropriate to perfor n the same and to carry out the intent and purposes of these resolutions; and
<br />it is
<br />
|