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HomeMy WebLinkAboutItem1C_171010_V1V SrrATES of Ha--,7 0 ' I %t k-, Secretar'y'.of ,state It SAM REED, Secretary of State of the State of Washington and custodian of its seal, hereby issue this CERTIFICATE OF FORMATION [r: RAZOR INVESTMENTS; LLC alan WA Limited Liability Company. Charter documents are effective on the date indicated below. rZr R■ ..i Ziii3ir . _�•••" r • rarH. Date: 5/16/2006 USI Number: 602-615-140 APPID: 569955 Given under my hand and the Seal of the State of Washington at.Olympia, the State Capital Sam Reed, Secretary of State 602 615 140 FILED SECRETARY OF STATE SAM REED MAY 16. ZOOM STATE OF WASHINGTON CERTIFICATE OF FORMATION OF RAZOR INVESTMENTS, LLC 05/16/2006 844197 $195.00 Chant #22339 Tr"ing ID: 1104537 Doc No: $44197 -001 THE UNDERSJONIM W=ules this ;artificate ofFarmation setting'forth the following: 1. NAME The came of the Limited Liability Company shall be Razor Investments, LLC. The address of the registered office and the name and address of the registered agent for service of process nxp red to be mahkainoxi by RCW 25.1$.020 is as follows; Aileen & Fine, Im. PS 2131 Second Ave. Seattle, WA 98121 UL PFUNC & PLACR OF ffiIS1il S The address of the principal place of business of the Limited Liability Company shall be.- 2 18 Mahn Street, 0388 Kiirldand, WA M33 The Lmt ted'Liabdq Company shall be managed by its members exclusively in their membership capacity. a) No member sM U be liable to the Limited liability Company or its members for monetary damages for conduct as a member; except for liability of a miniter for acu or omissions that im We intentional misconduct or a knDw* violationof law, • for eotuiuct of the 1 -1 i, r vloYati .KVV 23,15.235, or fbi any t<ansaction from which the member will personally receive a benefit in awn, property, or services to which the member is not legally entitled; b) The Limited Liability Company shall 9mdemnif =W member from and against any judgments, walemtnets, penalties, fines, or expenses homed in a prnoeedmg to which an k&vWual is a panty because be or she is, or was, a member, provided that no.such indemnity 1ba11 Indemnify a meo6ar from or on account of acts or omissions of the member finally adjudged to be U motional misconduct or it kwming violation of law by the member , conduct of the mardm adjudged to be in violation -of RCW 25.15.235, or any transaction with respect to which it was fondly adjudged that such Iermeived a benefit in money, property, or services to which such member was not legatly entitled. . CERT MICATE OF FORMAMON - 1. The formation of this Limited Liability Company shall be effective upon filing with tba Office of the Secretary of Shwa. The LLC shall exist porpetually from and.tdter the date of tiling of this certificate of formation untess dissolved in accordance with the agmement of the members or according to law. Upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of a member, remaining members shall have the right to unanimously agree to the ddratiasr of the LLC. The name of the persons executing this document are Will Heaft and Jinzny Dafaard. DATED this day of 2006: ill Heaton 218 Main Street, #388 Kiddand, WA 98033 STATE OF WASWNGTON COUNTY OF KI K0 On this day personally appeared befota me WM Heaton, to me Imam to be the individual, or individuals described inpd who executed the within and fotegoing mstnmaent, and aolmowledged that he/shr./they signed the sarW* hi er/their free and vohmumy act and deed, for the uses and purposes therein mentioned wider my hared and oftial seat this 0 day of e!E- 2006. Wkiy Public is and for the slate of Waddagton. D My appoimtmedt expi�: Z�! (Print NotagA Name) CERTIFICATE OF FORMATION - 2. BRUCE FINE tiTAm OP TON NOTAM PLISM WV cc a swrr EXPO s 816,3141 STATEMENT OF AFFAIRS OF RAZOR INVESTMENTS, LLC Razor Investments, LLC (the "Company") was organized under the laws of the State of Washington on May 16, 2006 under UBI No. 602 615 140. The undersigned hereby resolve and adopt the following as the statement of affairs and operating procedures for the Company effective the date of formation of the Company. I. Members and Capital Contributions. A. Identification of Members and Capital Contribution. Following are the Members of the Company and their initial Capital Contributions: MEMBER UNITS CONTRIBUTION Reliance Holdings, LLC 1000 $1,000.00 Jimmy Dainard 1000 $13000.00 No Member shall be required to make additional Capital Contributions. B. Capital Accounts 1. Establishment and Maintenance. A separate Capital Account will be maintained for each Member throughout the term of the Company in accordance with the rules of Regulation Section 1.704-1(b)(2)(iv). Each member's Capital Account will be increased by (1) the amount of money contributed by such Member to the Company; (2) the fair market value of property contributed by such member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take the property subject to under Code Section 752); (3) allocations to such Member of Net Profits; (4) any items in the nature of income and gain that are specially allocated to the Member pursuant to provisions hereof; and (5) allocations to such Member of income and gain exempt from federal income tax. Each Member's Capital Account will be decreased by (1) the amount of money distributed to such Member by the Company; (2) the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take the property subject to Code Section 752); (3) allocations to such Member of expenditures described in Code Section 705(a)(2)(B); (4) any items in the nature of deduction and loss that are specially allocated to the Member pursuant to the provisions hereof; and (5) allocations to such Member of Net Losses. ii. Compliance with Regulations. The manner in which Capital Accounts are to be maintained pursuant hereto is intended to comply with the requirements of Code Section 704(b) and the Regulations promulgated thereunder. If in the opinion of the Company's legal counsel or accountants the manner in which Capital Accounts are to be maintained pursuant to the provisions hereof should be modified in order to comply with Code Section 704(b) and the Regulations thereunder, then notwithstanding anything to the contrary contained herein, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members. iii. Loans from Members. The Company may borrow money from any Member as the Members shall deem appropriate, on such terms and conditions as the Members shall decide. iv. Withdrawal or Reduction of Member's Captial Contributions. A Member, irrespective of the nature of its Capital Contribution, has only the right to demand and receive cash in return for its Capital Contribution. v. No Obligation to Restore Negative Capital Account Balance on Liquidation. Notwithstanding anything to the contrary herein, upon a liquidation within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), if any Member has a negative Capital Account balance (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any capital contribution to the Company, and the negative balance of such Member's Capital Account shall not be considered a debt owed by such Member to the Company or to any other person for any purpose whatsoever. II. Allocation of Profits and Losses A. Allocation of Net Profit or Loss. After giving effect to the special allocations set forth hereafter, the net profit or net loss for any fiscal year of the Company shall be allocated among the Members in accordance with and proportionate to their respective percentage interest in the Company as reflected herein.. B. Special Allocations. The following special allocations shall be made for any fiscal year of the Company in the following order: I. Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain during any Company fiscal year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Regulation Sections 1.704-2(f) and 1.704-2 2). The items to be so allocated, and the manner in which those items are to be allocated among the Members, shall be determined in accordance with Regulation Sections 1.704-2(f) and 1.704-20)(2). This Section is intended to satisfy the minimum gain chargeback requirement in Regulation Section 1.704-2(f) and shall be interpreted and applied accordingly. ii. Member Minimum Gain Chargeback. lfthere is a net decrease in Member Minimum Gain during any Company fiscal year, each Member who has a share of that Member Minimum Gain, determined in accordance with Regulation Section 1.704-2(I)(5 ), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member's share f t he net decrease in Member Minimum Gain, determined in accordance with Regulation Sections 1.704-2 [ 4 and 1.704-2(1)(5). The items to be so allocated, and the manner in which those items are to be allocated among the Members, shall be determined in accordance with Regulation Sections 1.704-2(h)(4) and 1.70420)(2). This Section is intended to satisfy the minimum gain chargeback requirement in Regulation Section 1.704-2(I)(4) and shall be interpreted and applied accordingly. iii. Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and in a manner sufficient to eliminate as quickly as possible, to the extent required by Regulation Section 1.7042(1)(b)(2)(ii)(d), the Deficit Capital Account of the Member (which Deficit Capital Account shall be determined as if all other allocations provided for herein have been tentatively made as if this Section were not included herein ) iv Nonrecourse Deductions. Nonrecourse Deductions shall be allocated among the Members in accordance with their respective percentage interest in the Company as set forth hereinabove. v. Member Nonrecourse Deductions. Any Member Nonrecourse Deductions shall be specialty allocated among the Members in accordance with Regulation Section I.704-2(I). C. Corrective Allocations, I. Allocations to Achieve Economic Agreement. The allocations set forth in Article H.B. are intended to comply with certain regulatory requirements under Code Section 704(b). The Members intend that, to the extent possible, all allocations made pursuant to Article H.B. will, over the term of the Company, be offset either with other allocations pursuant to Article II.B. or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section. Accordingly, the Members are hereby authorized and directed to make offsetting allocations of Company income, gain, loss or deduction under this Section in whatever manner the Members determine is appropriate so that, after such offsetting special allocations are made, the Capital Accounts of the Members are, to the extent possible, equal to the Capital Accounts each would have if the provisions of Article II.B. were not contained in this Agreement and all income, gain, loss and deduction of the Company were instead allocated pursuant to Article II.A. ii. Waiver of Application of Minimum Gain Chargeback. The tax matters partner shall request from the Commissioner of the Internal Revenue Service a waiver, pursuant to Regulation Section 1.704-2(f)(4), of the minimum gain chargeback requirements of Regulation Section 1.704-2(f) if the application of such minimum gain chargeback requirement would cause a permanent distortion of the economic arrangement of the Members, as reflected in Article II.A. D. Other Allocation Rules. I. General. Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Net Profits or Net Losses, as the case may be, for the year. ii. Allocation of Recapture Items. In making any allocation among the Members of income or gain from the sale or other disposition of a Company asset, the ordinary income portion, if any, of such income and gain resulting from the recapture of cost recovery or other deductions shall be allocated among those Members who were previously allocated (or whose predecessors -in -interest were previously allocated) the cost recovery deductions or other deductions resulting in the recapture items, in proportion to the amount of such cost recovery deductions or other deductions previously allocated to them. iii. Allocation of Excess Nonrecourse Liabilities. Solely for purposes of determining a Member's proportionate share of the excess nonrecourse liabilities of the Company within the meaning of Regulation Section 1.752-3(a)(3), the Members' interests in the Company's profits shall be determined in accordance with Article II.A. hereof. iv. Allocations in Connection with Varying Interests. If, during a Company fiscal year, there is (I) a permitted transfer of a Membership interest during a Company fiscal year or (ii) the admission of a Member or additional Members, net profit, net loss, each item thereof, and al I other tax items of the Company for such period shall be divided and allocated among the Members by taking into account their varying interests during such fiscal year in accordance with Code Section 706(d) and using any conventions permitted by law and selected by the Members. E. Determination of Net Profit or Loss. 1. Computation of Net Profit or Loss. The net profit or net loss of the Company, for each fiscal year or other period, shall be an amount equal to the Company's taxable income or loss for such period, determined in accordance with Code Section 703(a) (and, for this purpose, all items of income, gain or deduction required to be stated separately pursuant to Code Section 703(a)(1), including income and gain exempt from federal income tax, shall be included in taxable income or loss). ii. Adjustments to Net Profit or Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property's book value determined in accordance with Regulation Section 1.704-1(b). Consequently, each property's book value shall be equal to its adjusted basis for federal income tax purposes, except as follows: (a) The initial book value of any property contributed by a Member to the Company shall be the gross fair market value of such property at the time of contribution; (b) In the sole discretion of the tax matters partner, the book value of all Company properties may be adjusted to equal their respective gross fair market values, as determined by the Members as of the following times: (1) in connection with the acquisition of an interest in the Company by a new or existing Member for more than a de minimis capital contribution, (2) in connection with the liquidation of the Company as defined in Regulation Section 1.704-(1)(b)(2)(ii)(9), or (3) in connection with a more than de minimis distribution to a retiring or a continuing Member as consideration for all or a portion of his or its interest in the Company. In the event of a revaluation of any Company assets hereunder, the Capital Accounts of the Members shall be adjusted, including continuing adjustments for depreciation, to the extent provided in Regulation Section 1.704-(1)(b)(2)(iv)(f); ®) If the book value of an item of Company property has been determined pursuant to this Section such book value shall thereafter be used, and shall thereafter be adjusted by depreciation or amortization, if any, taken into account with respect to such property, for purposes of computing taxable income or loss. iii. Items Specially Allocated. Notwithstanding any other provision of this Section any items that are specially allocated pursuant to Article ILB or II.C, shall not be taken into account in computing net profit or net loss. F. Mandatory Tax Allocations Under Code Section 7040). In accordance with Code Section 7049) and Regulation Section 1.704-3, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial book value computed in accordance with Paragraph (a) of Article 111.ii.. Prior to the contribution of any property to the Company that has a fair market value that differs from its adjusted tax basis in the hands of the contributing Member on the date of contribution, the contributing Member and the non contributing Members shall agree upon the allocation method to be applied with respect to that property under Regulation Section 1.704-3, which allocation method shall be set forth on an Appendix hereto, to be amended from time to time. If the book value of any Company property is adjusted pursuant to Article II.E.ii.(b), subsequent allocations of income, gain, loss and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for federal income tax purposes and its book value in the same manner as under Code Section 7040). The choice of allocation methods under Regulation Section 1.704-3 with respect to such revalued property shall be made by the Members and set forth on an Appendix hereto, to be amended from time to time. Allocations pursuant to this Section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Members Capital Account or share of net profit, net loss, or other items as computed for book purposes, or distributions pursuant to any provision hereof. III. Definitions. The following terms as used hereinabove shall have the following meaning: "Code" means the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws. "Company Minimum Gain" has the same meaning as the term "partnership minimum gain" in Regulation Sections 1.704-2(b)(2) and 1.704-2(d). "Member Minimum Gain" has the same meaning as the term "partner nonrecourse debt minimum gain" in Regulation Section 1.704-2(I). "Member Nonrecourse Deductions" has the same meaning as the term "partner nonrecourse deductions" in Regulation Sections 1.7042(I)(1) and (2). The amount of Member NonrecourseDeductions for a Company fiscal year shall be determined in accordance with Regulation Section 1.704-2( 1(2). "Nonrecourse Deductions" has the meaning set forth in Regulation Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a Company fiscal year shall be determined pursuant to Regulation Section 1.704-2©). "Nonrecourse Liability" has the meaning set forth in Regulation Section i.704-2(b)(3). "Regulations" includes proposed, temporary and final Treasury regulations promulgated under the Code and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations. IV. Operating Agreement. No Operating Agreement governing the operation of the Company or the rights of the Members has been executed. V. Management. The Company is a member managed limited liability company. The Company shall be authorized to conduct business, including without limitation, the purchase, sale, and encumbrance of real and personal property, incurring debt, and general contractual undertakings on the decision and signature of the 1/ Members acting unanimously. Dated: Reliance Holdings, LLC By/�J Will Heaton, Member 218 Main St. #388 Kirkland, WA. 98033 Jimmy D mard 218 Main St. #388 Kirkland, WA. 98033 LIMITED LIABILITY COMPANY AUTHORIZATION RESOLUTION BY: Razor Investments, LLC Referred to in this document as "Rnancial Institution" Referred to in this document as "Limited Liability Company" Reliance Holdings, LLC and James Dainard I, ,certify that i am a Manager or Designated Member of the above named Limited Liability Company organized under the laws of `-1ashington Federal Employer I.D. Number 71-1005472 engaged in business under the trade name of , and that the resolutions on this document are a correct copy of the resolutions adopted at a meeting of all members of the limited Liability Company or the person or persons designated by the members of the Limited Liability Company to manage the Limited Liability Company as provided in the articles of organization or an operating agreement, duly and properly called and held on January B, 2009 (date). These resolutions appear in the minutes of this meeting and have not been rescinded or modified. AGENTS Any Agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below: Name and Title or Position Signature A. will. Heaton � X _ _ _ _ X James Dainard B. X X C. X X D. X X E X X F. X X POWERS GRANTED (Attach one or more Agents to each power by placing the letter corresponding to their name Following each power indicate the number of Agent signatures required to exercise the power.) Indicate A, B, C, Description of Power D, E� and/or F A, B (1) Exercise all of the powers listed in this resolution. A, s (2) Open any deposit or share account(s) in the name of the Limited Liability Company. Facsimile Signature (if used) the area before each power. Indicate number of signatures required 1 A, B (3) Endorse checks and orders for the payment of money or otherwise withdraw or transfer funds on deposit 1 with this Financial Institution. n, H (4) Borrow money on behalf and in the name of the Limited Liability Company, sign, execute and deliver = _ promissory notes or other evidences of indebtedness. A, B (5) Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading, stocks, 1 bonds, real estate or other property now owned or hereafter owned or acquired by the Limited Liability Company as security for sums borrowed, and to discount the same, unconditionally guarantee payment of all biils received, negotiated or discounted and to waive demand, presentment, protest, notice of protest and notice of non-payment. A, a (6) Enter into a written lease for the purpose of renting, maintaining, accessing and terminating a Safe Deposit Box in this Financial Institution. (7) Other LIMITATIONS ON POWERS The following are the Limited Liability Company's express limitations on the powers granted under this resolution. EFFECT ON PREVIOUS RESOLUTIONS This resolution supersedes resolution dated . If not completed, resolutions remain effect. CERTIFICATION OF AUTHORITY I further certify that the Managers or Designated Members of the Limited Liability Company have, and at the time of adoption of this resolution had, full power and lawful authority to adopt the resolutions on page 2 and to confer the powers granted above to the persons named who have full power and lawful authority to exercise the same. (Apply seal below where appropriate.) in Witness Whereof, I have subscribed my name to this document and affixed the seal, if any, of the Limited Liability Compgny on January e, 2009 (date). By Rance Holdingalwill Heaton Jaa poi` nrd Q 1985, 1997 Bankers Systems, Inv... St. Goud, MN Form LLC l 511,2003 (pe f of 2) As used in this resolution, the term "Manager" means the person or persons designated by the members of the Limited Liability Company in a manager -managed Limited Liability Company to manage the Limited Liability Company as provided in the articles of organization or an operating agreement. The term "Designated Member" means the member or members of the Limited Liability Company authorized to act on behalf of the Limited Liability Company in a member -managed Limited Liability Company. By signing this resolution, Manager or Designated Member represent that they have provided the Financial Institution with true and complete copies of the articles of organization and operating agreements of the limited Liability Company as amended to the date of this resolution. The Limited Liability Company named on this resolution resolves that, (1) The Financial Institution is designated as a depository for the funds of the Limited Liability Company and to provide other financial accommodations indicated in this resolution. (2)This resolution shall Continue to have effect until express written notice of its rescission or modification has been received and recorded by the Financial Institution. Any and all prior resolutions adopted by the Managers or Designated Members of the Limited Liability Company and certified to the Financial Institution as governing the operation of this Limited Liability Company's account(s), are in full force and effect, until the Financial Institution receives and acknowledges an express written notice of its revocation, modification or replacement. Any revocation, modification or replacement of a resolution must be accompanied by documentation, satisfactory to the Financial Institution, establishing the authority for the changes. (3) The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Limited Liability Company. Any Agent, so long as they act in a representative capacity as an Agent of the Limited Uability Company, is authorized to make any and all other contracts, agreements, stipulations and orders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the Financial Institution, subject to any restrictions on this resolution or otherwise agreed to in writing. (4)All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Limited Liability Company with the Financial Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed. (5) The Limited Liability Company agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Limited Liability Company. The Limited liability Company authorizes the Financial Institution, at any time, to charge the limited Liability Company for all checks, drafts, or other orders, for the payment of money, that are drawn on the Financial Institution, so long as they contain the required number of signatures for this purpose. (6)The Limited Liability Company acknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices to Agents of the limited Uability Company to facilitate those powers authorized by this resolution or other resolutions in effect at the time of issuance. The term "automated access device" includes, but is not limited to, credit cards, automated teller machines (ATM), and debit cards. (7) The Limited Liability Company acknowledges and agrees that the Financial Institution may rely on alternative signature and verification codes issued to or obtained from the Agent named on this resolution. The term "alternative signature and verification codes" includes, but is not limited to, facsimile signatures on file with the Financial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen has been provided on this resolution, (or that are filed separately by the Limited Liability Company with the Financial Institution from time to time) the Financial Institution is authorized to treat the facsimile signature as the signature of the Agent(s) regardless of by whom or by what means the facsimile signature may have been affixed so long as it resembles the facsimile signature specimen on file. The Limited Liability Company authorizes each Agent to have custody of the Limited Liability Company's private key used to create a digital signature and to request issuance of a certificate listing the corresponding public key. The Financial Institution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unless otherwise agreed in writing, Pennsylvania. The designation of an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa C.S.A. Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Any provision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code). FOR FINANCIAL INSTITUTION USE ONLY Acknowledged and received on (date) by (initials) ❑ This resolution is superseded by resolution dated Comments: �M © 1985, 1997 Bankers Svstems, Inc., Si. Cloud, MN Form LLC-1 51112003 (page 2 of 2) W 18, 2007 RE. Reliance moldings, LLC Authoriza6an Letter To Whom It May Concern: ll elaance Holdings, LLC is a single-mmber Limbed Uability Cou7pany with 100% owroeabip vested in' ill Reaton, Managing Member. Miamce Holdings, LLC was formed April 13, 2006 and is fully Homed and authorized to conduct business in the Starts of Washb gtion. Formation daauments ate aft&e i including: Stft of Washington Cardficae ofFar;natian & DrparwWA of the Treasury (MS) Employer idend iaation Nw. Ww. pod+eral and State identification numbers are as follows: BIN #51-0584308 UBU #602-604-3 l9 Reliance Holdings,1= has not yet adopted an opwating or member agmment. TM Siste of Washington does not require an operating or member agreement for a single -member LLC_ At such time additional members are admitted, Reliance Holdings, LLC w111 adapt the appropriate agreement to most legal requitmen#s. As a sole member ofthe LLC, Will Heaton is aukrized to CKM&vt all business for the LLC aW authorized to sign all docuumnts and contracts on behalf of&a LLC. Plem contact Will Heaton at (425) 466-6979 for frsrther info me6oa or questions. S*med, Will Hewn, Managing Member Reliance Holdings,, LLC 218 Main St *388 Kirkland, Wig 98033 will@nolianmesidehhtW.com UL 'd l IZ0 'ON l I IN NdP :Zl 600Z '9l 'AON