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10 <br /> <br />WAIVER OF NOTICE AND CONSENT OF BOARD OF DIRECTORS OF <br />LANDMARK RECLAMATION, INC. <br />a <br />The undersigned, being all of the members of the Board of Directors <br />of Landmark Reclamation, Inc. and pursuant to § 8-141(f), of the Delaware <br />Code, do hereby waive notice of a meeting of the Board of Directors and <br />consent to the following actions: <br />WHEREAS: The Board of Directors determines that it is in the best <br />interest of the Corporation to complete a series of transactions whereby <br />the Corporation will become a wholly owned subsidiary of Randall & Blake, <br />Inc., a Colorado corporation; and <br />WHEREAS: Randall & Blake, Inc. has expressed an interest in <br />purchasing authorized but unissued shares of common stock of the <br />Corporation pursuant to certain terms and conditions and on such conditions <br />as will make Randall & Blake, Inc. the sole shareholder of the Corporation <br />upon completion of the transaction; and <br />WHEREAS: The individual shareholders of the Corporation have <br />expressed interest in allowing the Corporation to redeem the current issued <br />and outstanding shares of stock of the corporation in the amounts reflected <br />below; <br />NOW, THEREFORE, the members of the Board of Directors unanimously <br />consent to the following: <br />RESOLVED: That the Corporation shall issue to Randall & <br />Blake, Inc. from the authorized but unissued <br />shares of the Corporation 1,000,000 shares of <br />the Corporation's $.001 par value common stock <br />for a total consideration of $800,000.00. <br />FURTHER RESOLVED: That after receipt of the <br />consideration for the purchase of <br />stock by Randall & Blake, Inc. <br />referenced above, the Corporation <br />is authorized to redeem all of the <br />issued and outstanding shares of <br />stock of the following <br />stockholders in exchange for the <br />consideration listed: <br />NAME <br />Randall Investments <br />Richard L. Randall <br />Stuart Cameron <br />Daniel Almond <br />Marjorie Cocchiarella <br />Eric G. Reger <br />Jeffrey L. Croll <br />Inverness Investments <br />Profit Sharing Plan <br />CERTIFICATE # # OF SHARES CONSIDERATION <br />12 189,000 $1.00 <br />13 1,652,588.865 $1.00 <br />14 26,020.116 $1.00 <br />15 5,353.425 $1.00 <br />16 6,909.651 $1.00 <br />17 4,357.449 $1.00 <br />18 5,770.494 $1.00 <br />19 135,000 $1.00