Preview
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
IWASH SIP & SURF, INC.
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD MARCH 18, 2020, at 2 P.M., in the office of A3T21, LLC at 76-
21"
02A Avenue, Elmhurst, New York 11370
March 6, 2020
Via U.S. Certified Mail and E-Mail
To the Shareholders of IWASH SIP & SURF, INC.:
Please take notice that the undersigned call for the First Meeting of the Shareholders of
IWASH SIP & SURF, INC. (the "Company") which will be held atthe restaurant of A3T21,
LLC at 76-02A 21st Avenue, Elmhurst, New York 11370, on March 18, 2020, at 2 P.M.
local time, for the following purposes:
1. Considering and adopting bylaws for the Company, fixing the number of
Directors, electing directors for the Company who shall serve until the next
Annual Meeting of the Company and until their successors may be elected and
qualified.
2. Confirmation and designation of a depository for the purpose of depositing all
funds of the Company and which funds may only be accessed on the joint
authorization of Thomas Gambino and Anthony Roselli.
3. Ratifying that the Shareholders of the Corporation and their respective share
ownership percentage are as set forth on the Shareholder List provided below.
4. Take such further action concerning the Company as those Shareholders in
attendance deem just and proper.
Only those Shareholders of record at the close of business on March 6, 2020 are entitled
to notice of, and to vote at,this Meeting and any adjournment thereof. A complete list of
Shareholders entitledto vote at the Annual Meeting are as follows:
i. Arcadio Roselli
ii. Thomas Gambino
iii. Antonio Ordas
iv. Antony Roselli.
All Shareholders are cordially invited to attend the Meeting. Whether or not you attend
the meeting in person, you may attend the Meeting by proxy provided your proxy is dated,
891173-2
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
signed and deliveredto Thomas Gambine. the Shareholder acting as Chairamn of the
Please note that you may vote in person at themeeting even if you have previously retumed the
proxy.
Thomas Gambino Anthony Roselli
Arcadio Roselli Antonio Ordas
- IWASH SIP& SURF, INC.
SHAREEIOLDER LIST
Record Date: June , 2019
SHAREHOLDER/ADDRESS SHARES HELD
Thomas Gambino
[Address] 25.00%
IEmaill
Augun Ramm
(Address) 25.00%
IEmaBI
Arcadio Roselli
[Address] 2100%
(EmaG)
Antado ordas
c/o Two-Tone Contracting Corp.
76-02A 21st Avenue
25.00Vo
East Elmhurst, New York 11370
Email:
tonygi)twotonecontractin&com
8911 TA2
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
siened and delbered to kmas Gambmo. the Shareholder actug as Chairman of the Meeur
Please note thatyou may vote in person at themeeting even ifyou have previously retumed the
proxy.
Thomas Gambme Anthony Roselli
Arcadio Roselli Amonio Ordas
(WASH SlF& SURF.INC
SHAREHOLDER LIST
Record Date: June , 2019
SHAREHOLDER/ADDRESS SHARES HELD
Thomas Gambino
(Addressi 25.00%
(Email
Anthony SmeE
(Addressi 2100%
Emaill
Arcadio Roselli
(Address) 2100%
LEmaj%L_
Antonio Ordas
c/oTwo-Tone Contractmg Corp.
76-02A 21st Avenue
25 00% ,
East Elmhurst, New York 11370
Email:
tonv@exotonecontractine-com
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
signed and delivered toThomas Gambino the Shareholder actitagas Chahman of the Meetig
Please note thatyou may vote in person atthe meeting even ifyou have previously retumed the
proxy.
Thomas Oambino Aar ary R 411
Arcadio Roselli Antonio Ordas
IWASH SIP & SURF, INC
SHARBHOLDER LIST
Record Date: June , 2019
SHAREHOLDER/ADDRESS SHARES HELD
Thomas Gambino
[Address) 2100%
EmedE
[Addressi 25.00%
Email
Arcadio itoselli
Address) 25 00%
[Emmill
Anteeile0rdas
c/oTwo-Tone Contracting Corp.
76-02A 21st Avenue
25.00%
East Elmhurst, New York 11370
Emait
tony@twatoneconÈtingLcom
8911734
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
MINUTES OF MEETING AND ADOPTION OF RESOLUTIONS
WHEREAS, Thomas Gambino and Antonio Ordas, each 25% owners and shareholders
of IWash Sip & Surf Inc. ("the Corporation"), a New York corporation, have noticed a meeting
at 218t
to be held on March 18, 2020 the Offices of A3T21, LLC located at76-08 Avenue, East
Elmhurst, New York 11370 toconsider the adoption of certain resolutions pertaining to the
Administration and management of thecorporation, (a copy of which isattached hereto and made
a parthereof as exhibit "A"); and
WHEREAS, Thomas Gambino isthe acting Chairman for the meeting and a quomm of
allof the shareholders attended said meeting inperson; and
WHEREAS, shareholder Arcadio Roselli, through his attorney Gregory Nahas informed
the attorney for Thomas Gambino thathis clienthad received the notice of themeeting but refused
to attend or participatein the meeting; and
WHEREAS, the meeting was called to order and called for a vote on the adoption of each
and every proposition voted upon separately at the meeting, (a copy of which isattached hereto
"
and made a parthereof as exhibit B ");and
NOW, THEREFORE in consideration of thepremises the partieshereby by majority vote
adopt the following resolutions:
IT IS HEREBY RESOLVED, by the majority of the shareholders of the corporation that:
1. BE IT RESOLVED that the corporation hereby ratifiesand confirms that the following
parties are shareholders of thecorporation and each own and hold the following respective
voting shares of the corporation:
THOMAS GAMBINO -
25%;
ANTHONY ROSELLI -
25%;
ANTONIO ORDAS - 25%
ARCADIO ROSELLI - 25%
2. BE IT RESOLVED thatthe corporation hereby has voted and appointed the following
shareholders as directors and officersof the corporation:
THOMAS GAMBINO- Director and President;
ANTHONY ROSELLI- Director and Secretary;
ANTONIO ORDAS- Vice President and
Director, Treasurer;
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
3. BE IT RESOLVED that the corporation directs and designates that TD Bank branch
located at TD Bank, 31-04 Ditmars Blvd, Astoria, NY 11105 be the depository Bank for
the purpose of depositing allfunds of theCorporation and said funds may only be accessed
on the jointauthorization of Thomas Gambino and Antonio Ordas; and
4. BE IT RESOLVED that the corporation directs the Treasurer to close the current
corporation account held in Chase Bank; and
5. BE IT RESOLVED that the corporation demands that shareholder Arcadio Roselli
surrender allfinancial records including any savings, checking bank books, records, cash
books and or allcheck books and or surrender any cash or assetsthat are either in the
name of the corporation or that contain corporate funds being held by Arcadio Roselli or
his agent Mr. Khutaina to Thomas Gambino, Anthony Roselli and Antonio Ordas: and
6. BE IT RESOLVED that Arcadio Roselli and or his agent Mr. Khutaina cease and desist
from amending or filingany amended tax returns that have been filedwith any state,city
or federal government; and or using any money or assets ofthe corporation topay for any
taxes that may be owed due to an amendment or re-filingof the priortax returns based on
fraudulent under reported income to and ...
any any taxing authority;
7. BE IT RESOLVED that the corporations Directors shall appoint one or more of its
shareholders to operate the day to day business of the corporation and or hire a manger to
do the same; and
8. BE IT RESOLVED that the corporations shall conduct a quarterly corporate meeting of
allthe shareholders to be held in March, June, September and December, notice of the
specificdate will be given at leastten (10) days in advance.
9. BE IT FURTHER RESOLVED thisResolution may be executed incounterparts, each
of which shallbe deemed an original,but allof which together shallbe deemed to be one
and the same Resolution and minuets of Meeting. A signed copy ofthis Resolution and
minutes of Meeting delivered by facsimile, email orother means of electronic
transmission shallbe deemed to have the same legaleffect as deliveryof an original signed
copy of thisAgreement.
[Intentionally leftblank for signatures to follow]
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
Dated: March 18, 2020
THOMAS GAMBDfO- esident;
ANTHONY ROSELLI- Secretary;
ANTONIO ORDAS- Vice President &
Treasurer
Absent a
ARCADIO ROSELLI- SharehoMer
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
Dated: March 18,2020
'
THOM GAA i'O- President:
ANTIION R( 8 CLLI ry
ANTONIO OR b- Vice President &
Treasurer
Absent
ARCADIO ROSELLI-Shareholder
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
RESOLUTION
WHEREAS, Thomas Gambino and Antonio Ordas, each 25% owners and shareholders
of I Wash Sip & Surf Inc. ("thecorporation"), a New York corporation.have noticed a meeting
to be held on March 18. 2020 at the Offices of at 215
A3T21. LLC located 76-08 Avenue, East
Elmhurst. NY I 1370to consider the adoption of certainresolutions pertaining tothe
administration and management of thecorporation.(a copy ofwhich is attachedheretoand made
a parthereof as exhibit"A"); and
WHEIGAS. rhomas Gambino isthe acting Chairman for the meeting and a quorum of
allof theshareholders attended said meeting inperson; and
WHEREAS, shareholder Arcadio Roselli.through his attorneyGregory Nahas informed
the attorneyfor Thomas Gambino thathis clienthad received thenoticeofthe meeting butrefused
to attendor participatein themeeting: and
WHEREAS, the meeting was called to orderand called fora vote on theadoption ofeach
and every proposition voted upon separatelyat the meeting, ( a copy of which is attached hereto
"
and made a part hereofas exhibit B "):and
NOW, THEREFORE inconsideration ofthe premises the partieshereby by majority vote
adopt the following resolutions:
IT IS HEREBY RESOI NED. by the majorityof theshareholders of thecorporation that:
L BE IT RESOINED thatthe corporation hereby and
ratifies confirms that thefollowing
parties are shareholderso fthecorporation and each own and hold the following respective
voting shares of thecorporation:
THOMAS GAMBINO - 25%;
ANTHONY ROSELLI--25%;
ANTONIO ORDAS - 25%
ARCADIO ROSELLI - 25%
2. BE IT RESOINED that thecorporation hereby has voted and appointed the following
shareholders as directors and officersof thecorporation:
THOMAS G AMBINO- Director and President;
ANTIIONY ROSELLI - Director and Secretary;
ANTONIO ORDAS- Director, Vice President and Treasurer;
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
3. BE IT RESOLVED that the corporation directs and designates that TD Bank branch
locatedat TD Bank, 31-04 Ditmars Blvd, Astoria, NY 11105 be thedepository Bank for
the purposeofdepositing allfunds ofthe Corporation and said funds may only be accessed
on authorization
the joint of Thomas Gambino and Antonio Ordas: and
4. BE IT RESOLVED that the corporation directs the Treasurer to close the current
corporation account held in Chase Bank: and
5. BE IT RESOINED that the corporation demands thatshareholder Arcadio Roselli
. surrender allfinancialrecords including any savings. checking bank books, records,cash
books and or all check books and or surrender any cash or assets that are eitherin the
name of thecorporation orthat contain corporate funds being held by Arcadio Roselli or
hisagent Mr. Khutaina toThomas Gambino, Anthony Roselliand Antonio Ordas: and
6. BE IT RESOINED that Arcadio Roselli and or his agent Mr. Khutaina cease and desist
from amending or filingany amended taxreturns thathave been filedwith any state,
city
or federalgovernment; and orusing any money orassets of thecorporation to pay for any
taxes thatmay be owed due to an amendment or of
re-filing the priortax returnsbased on
any fraudulent under reported income to any taxing authority:and
7. BE IT RESOLVED that the corporations Directors shall appoint one or more of its
shareholders tooperate the day today business of thecorporation and or hirea manger to
do the same: and
8. BE IT RESOINED thatthe corporations shallconduct a quarterlycorporate meeting of
allthe shareholders to be held in March, June, September and December. notice of the
specificdate willbe given at leastten(10) days in advance.
9. BE IT FURTHER RESOLVED his Resolution may be executed in counterparts. each
of which shallbe deemed an original.but allorwhich together shall be deemed to be one
and the same agreement, A signed copy of thisAgreement delivered by lacsimile.email,
or othermeans of electronictransmission shallbe deemed to have the same legaleffectas
delivery of an originalsigned copy of thisAgreement.
[ Intentionally leftblank for signatures to follow)
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
Dated: March I8.2020
THOMA'
GAM O-President;
ANTHONY RC. EL
Shp Sy;
ANTONIO d DAS- VicePresident &
Treasurer
Absent
ARCADIO ROSELLi-Shareholder
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
Dated: March 18, 2020
THOMAS GAMBINO- President:
ANTHONY ROSELU - Secretary;
ANTONIO ORDAS- Vice President &
Treasurer
Absent
ARCADIO ROSELLI- Shareholder
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022
NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022
BALLOT
Proposition #1
Should the Corporation adopt bylpws fixing the number of Officers and Directors sad elect
directorsfor the Company who shallserve until thenext Annual Meeting of the Cömpany and
untiltheirsuccessors may be electep and qualified.
Such appointment shalltake place knmediately upon theadoption ofthis resolution.
Place a check (4 or (A) on the appmpriate line.
YES
NO
Proposition #2
Should the corporation directconfhmation and designation of a depository for thd purpose of
depositing allfunds of the Comp y and which funds may only be accessed Æn the joint
authorization of Thomas Gambino and Anthony4teseHirto take effectupon the adoption of this
resolution. /Jrovv/* #/0#4s
Place a check ( or (X) on the app priate line
YES
NO
Proposition #3
Should thecorporation demand thatArcadio Roselli surrender allfinancial records including any
savings checking bank books, recoûls,cash books and 7r all
check books thatare either inthe
name of thecorporation or thatcontain corporate fun hbeing held by Arcadio Rosel
Preview
FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 IWASH SIP & SURF, INC. NOTICE OF MEETING OF SHAREHOLDERS TO BE HELD MARCH 18, 2020, at 2 P.M., in the office of A3T21, LLC at 76- 21" 02A Avenue, Elmhurst, New York 11370 March 6, 2020 Via U.S. Certified Mail and E-Mail To the Shareholders of IWASH SIP & SURF, INC.: Please take notice that the undersigned call for the First Meeting of the Shareholders of IWASH SIP & SURF, INC. (the "Company") which will be held atthe restaurant of A3T21, LLC at 76-02A 21st Avenue, Elmhurst, New York 11370, on March 18, 2020, at 2 P.M. local time, for the following purposes: 1. Considering and adopting bylaws for the Company, fixing the number of Directors, electing directors for the Company who shall serve until the next Annual Meeting of the Company and until their successors may be elected and qualified. 2. Confirmation and designation of a depository for the purpose of depositing all funds of the Company and which funds may only be accessed on the joint authorization of Thomas Gambino and Anthony Roselli. 3. Ratifying that the Shareholders of the Corporation and their respective share ownership percentage are as set forth on the Shareholder List provided below. 4. Take such further action concerning the Company as those Shareholders in attendance deem just and proper. Only those Shareholders of record at the close of business on March 6, 2020 are entitled to notice of, and to vote at,this Meeting and any adjournment thereof. A complete list of Shareholders entitledto vote at the Annual Meeting are as follows: i. Arcadio Roselli ii. Thomas Gambino iii. Antonio Ordas iv. Antony Roselli. All Shareholders are cordially invited to attend the Meeting. Whether or not you attend the meeting in person, you may attend the Meeting by proxy provided your proxy is dated, 891173-2 FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 signed and deliveredto Thomas Gambine. the Shareholder acting as Chairamn of the Please note that you may vote in person at themeeting even if you have previously retumed the proxy. Thomas Gambino Anthony Roselli Arcadio Roselli Antonio Ordas - IWASH SIP& SURF, INC. SHAREEIOLDER LIST Record Date: June , 2019 SHAREHOLDER/ADDRESS SHARES HELD Thomas Gambino [Address] 25.00% IEmaill Augun Ramm (Address) 25.00% IEmaBI Arcadio Roselli [Address] 2100% (EmaG) Antado ordas c/o Two-Tone Contracting Corp. 76-02A 21st Avenue 25.00Vo East Elmhurst, New York 11370 Email: tonygi)twotonecontractin&com 8911 TA2 FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 siened and delbered to kmas Gambmo. the Shareholder actug as Chairman of the Meeur Please note thatyou may vote in person at themeeting even ifyou have previously retumed the proxy. Thomas Gambme Anthony Roselli Arcadio Roselli Amonio Ordas (WASH SlF& SURF.INC SHAREHOLDER LIST Record Date: June , 2019 SHAREHOLDER/ADDRESS SHARES HELD Thomas Gambino (Addressi 25.00% (Email Anthony SmeE (Addressi 2100% Emaill Arcadio Roselli (Address) 2100% LEmaj%L_ Antonio Ordas c/oTwo-Tone Contractmg Corp. 76-02A 21st Avenue 25 00% , East Elmhurst, New York 11370 Email: tonv@exotonecontractine-com FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 signed and delivered toThomas Gambino the Shareholder actitagas Chahman of the Meetig Please note thatyou may vote in person atthe meeting even ifyou have previously retumed the proxy. Thomas Oambino Aar ary R 411 Arcadio Roselli Antonio Ordas IWASH SIP & SURF, INC SHARBHOLDER LIST Record Date: June , 2019 SHAREHOLDER/ADDRESS SHARES HELD Thomas Gambino [Address) 2100% EmedE [Addressi 25.00% Email Arcadio itoselli Address) 25 00% [Emmill Anteeile0rdas c/oTwo-Tone Contracting Corp. 76-02A 21st Avenue 25.00% East Elmhurst, New York 11370 Emait tony@twatoneconÈtingLcom 8911734 FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 MINUTES OF MEETING AND ADOPTION OF RESOLUTIONS WHEREAS, Thomas Gambino and Antonio Ordas, each 25% owners and shareholders of IWash Sip & Surf Inc. ("the Corporation"), a New York corporation, have noticed a meeting at 218t to be held on March 18, 2020 the Offices of A3T21, LLC located at76-08 Avenue, East Elmhurst, New York 11370 toconsider the adoption of certain resolutions pertaining to the Administration and management of thecorporation, (a copy of which isattached hereto and made a parthereof as exhibit "A"); and WHEREAS, Thomas Gambino isthe acting Chairman for the meeting and a quomm of allof the shareholders attended said meeting inperson; and WHEREAS, shareholder Arcadio Roselli, through his attorney Gregory Nahas informed the attorney for Thomas Gambino thathis clienthad received the notice of themeeting but refused to attend or participatein the meeting; and WHEREAS, the meeting was called to order and called for a vote on the adoption of each and every proposition voted upon separately at the meeting, (a copy of which isattached hereto " and made a parthereof as exhibit B ");and NOW, THEREFORE in consideration of thepremises the partieshereby by majority vote adopt the following resolutions: IT IS HEREBY RESOLVED, by the majority of the shareholders of the corporation that: 1. BE IT RESOLVED that the corporation hereby ratifiesand confirms that the following parties are shareholders of thecorporation and each own and hold the following respective voting shares of the corporation: THOMAS GAMBINO - 25%; ANTHONY ROSELLI - 25%; ANTONIO ORDAS - 25% ARCADIO ROSELLI - 25% 2. BE IT RESOLVED thatthe corporation hereby has voted and appointed the following shareholders as directors and officersof the corporation: THOMAS GAMBINO- Director and President; ANTHONY ROSELLI- Director and Secretary; ANTONIO ORDAS- Vice President and Director, Treasurer; FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 3. BE IT RESOLVED that the corporation directs and designates that TD Bank branch located at TD Bank, 31-04 Ditmars Blvd, Astoria, NY 11105 be the depository Bank for the purpose of depositing allfunds of theCorporation and said funds may only be accessed on the jointauthorization of Thomas Gambino and Antonio Ordas; and 4. BE IT RESOLVED that the corporation directs the Treasurer to close the current corporation account held in Chase Bank; and 5. BE IT RESOLVED that the corporation demands that shareholder Arcadio Roselli surrender allfinancial records including any savings, checking bank books, records, cash books and or allcheck books and or surrender any cash or assetsthat are either in the name of the corporation or that contain corporate funds being held by Arcadio Roselli or his agent Mr. Khutaina to Thomas Gambino, Anthony Roselli and Antonio Ordas: and 6. BE IT RESOLVED that Arcadio Roselli and or his agent Mr. Khutaina cease and desist from amending or filingany amended tax returns that have been filedwith any state,city or federal government; and or using any money or assets ofthe corporation topay for any taxes that may be owed due to an amendment or re-filingof the priortax returns based on fraudulent under reported income to and ... any any taxing authority; 7. BE IT RESOLVED that the corporations Directors shall appoint one or more of its shareholders to operate the day to day business of the corporation and or hire a manger to do the same; and 8. BE IT RESOLVED that the corporations shall conduct a quarterly corporate meeting of allthe shareholders to be held in March, June, September and December, notice of the specificdate will be given at leastten (10) days in advance. 9. BE IT FURTHER RESOLVED thisResolution may be executed incounterparts, each of which shallbe deemed an original,but allof which together shallbe deemed to be one and the same Resolution and minuets of Meeting. A signed copy ofthis Resolution and minutes of Meeting delivered by facsimile, email orother means of electronic transmission shallbe deemed to have the same legaleffect as deliveryof an original signed copy of thisAgreement. [Intentionally leftblank for signatures to follow] FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 Dated: March 18, 2020 THOMAS GAMBDfO- esident; ANTHONY ROSELLI- Secretary; ANTONIO ORDAS- Vice President & Treasurer Absent a ARCADIO ROSELLI- SharehoMer FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 Dated: March 18,2020 ' THOM GAA i'O- President: ANTIION R( 8 CLLI ry ANTONIO OR b- Vice President & Treasurer Absent ARCADIO ROSELLI-Shareholder FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 RESOLUTION WHEREAS, Thomas Gambino and Antonio Ordas, each 25% owners and shareholders of I Wash Sip & Surf Inc. ("thecorporation"), a New York corporation.have noticed a meeting to be held on March 18. 2020 at the Offices of at 215 A3T21. LLC located 76-08 Avenue, East Elmhurst. NY I 1370to consider the adoption of certainresolutions pertaining tothe administration and management of thecorporation.(a copy ofwhich is attachedheretoand made a parthereof as exhibit"A"); and WHEIGAS. rhomas Gambino isthe acting Chairman for the meeting and a quorum of allof theshareholders attended said meeting inperson; and WHEREAS, shareholder Arcadio Roselli.through his attorneyGregory Nahas informed the attorneyfor Thomas Gambino thathis clienthad received thenoticeofthe meeting butrefused to attendor participatein themeeting: and WHEREAS, the meeting was called to orderand called fora vote on theadoption ofeach and every proposition voted upon separatelyat the meeting, ( a copy of which is attached hereto " and made a part hereofas exhibit B "):and NOW, THEREFORE inconsideration ofthe premises the partieshereby by majority vote adopt the following resolutions: IT IS HEREBY RESOI NED. by the majorityof theshareholders of thecorporation that: L BE IT RESOINED thatthe corporation hereby and ratifies confirms that thefollowing parties are shareholderso fthecorporation and each own and hold the following respective voting shares of thecorporation: THOMAS GAMBINO - 25%; ANTHONY ROSELLI--25%; ANTONIO ORDAS - 25% ARCADIO ROSELLI - 25% 2. BE IT RESOINED that thecorporation hereby has voted and appointed the following shareholders as directors and officersof thecorporation: THOMAS G AMBINO- Director and President; ANTIIONY ROSELLI - Director and Secretary; ANTONIO ORDAS- Director, Vice President and Treasurer; FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 3. BE IT RESOLVED that the corporation directs and designates that TD Bank branch locatedat TD Bank, 31-04 Ditmars Blvd, Astoria, NY 11105 be thedepository Bank for the purposeofdepositing allfunds ofthe Corporation and said funds may only be accessed on authorization the joint of Thomas Gambino and Antonio Ordas: and 4. BE IT RESOLVED that the corporation directs the Treasurer to close the current corporation account held in Chase Bank: and 5. BE IT RESOINED that the corporation demands thatshareholder Arcadio Roselli . surrender allfinancialrecords including any savings. checking bank books, records,cash books and or all check books and or surrender any cash or assets that are eitherin the name of thecorporation orthat contain corporate funds being held by Arcadio Roselli or hisagent Mr. Khutaina toThomas Gambino, Anthony Roselliand Antonio Ordas: and 6. BE IT RESOINED that Arcadio Roselli and or his agent Mr. Khutaina cease and desist from amending or filingany amended taxreturns thathave been filedwith any state, city or federalgovernment; and orusing any money orassets of thecorporation to pay for any taxes thatmay be owed due to an amendment or of re-filing the priortax returnsbased on any fraudulent under reported income to any taxing authority:and 7. BE IT RESOLVED that the corporations Directors shall appoint one or more of its shareholders tooperate the day today business of thecorporation and or hirea manger to do the same: and 8. BE IT RESOINED thatthe corporations shallconduct a quarterlycorporate meeting of allthe shareholders to be held in March, June, September and December. notice of the specificdate willbe given at leastten(10) days in advance. 9. BE IT FURTHER RESOLVED his Resolution may be executed in counterparts. each of which shallbe deemed an original.but allorwhich together shall be deemed to be one and the same agreement, A signed copy of thisAgreement delivered by lacsimile.email, or othermeans of electronictransmission shallbe deemed to have the same legaleffectas delivery of an originalsigned copy of thisAgreement. [ Intentionally leftblank for signatures to follow) FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 Dated: March I8.2020 THOMA' GAM O-President; ANTHONY RC. EL Shp Sy; ANTONIO d DAS- VicePresident & Treasurer Absent ARCADIO ROSELLi-Shareholder FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 Dated: March 18, 2020 THOMAS GAMBINO- President: ANTHONY ROSELU - Secretary; ANTONIO ORDAS- Vice President & Treasurer Absent ARCADIO ROSELLI- Shareholder FILED: QUEENS COUNTY CLERK 12/01/2022 08:54 PM INDEX NO. 711145/2022 NYSCEF DOC. NO. 58 RECEIVED NYSCEF: 12/01/2022 BALLOT Proposition #1 Should the Corporation adopt bylpws fixing the number of Officers and Directors sad elect directorsfor the Company who shallserve until thenext Annual Meeting of the Cömpany and untiltheirsuccessors may be electep and qualified. Such appointment shalltake place knmediately upon theadoption ofthis resolution. Place a check (4 or (A) on the appmpriate line. YES NO Proposition #2 Should the corporation directconfhmation and designation of a depository for thd purpose of depositing allfunds of the Comp y and which funds may only be accessed Æn the joint authorization of Thomas Gambino and Anthony4teseHirto take effectupon the adoption of this resolution. /Jrovv/* #/0#4s Place a check ( or (X) on the app priate line YES NO Proposition #3 Should thecorporation demand thatArcadio Roselli surrender allfinancial records including any savings checking bank books, recoûls,cash books and 7r all check books thatare either inthe name of thecorporation or thatcontain corporate fun hbeing held by Arcadio Rosel