NCG080644_Name-Owner Change Supporting Info_3/21/2019 (2)

UNANIMOUS WRITTEN CONSENT
OF lVUNAGERS OF
FLYERS ENERGY, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
WALTER A. DWELLE, STEPHEN B. DWELLE, THOMAS A. DNX'ELLE and
DAN-'ID W. DZVELLE (collectively "the Managers") are the current acting managers of the
limited liability companies listed on Exhibit A attached Hereto (collectively the
"companies" and singularly "a Company").
Pursuant to the Operating Agreement for each Company; or the Operating
Agreement for the single Nlerrnber of tine Company, the Managers hereby appoint the
following individuals as officers of each Company.
RICHARD TESKE is appointed as the Chief Executive Officer of each Company
and shall, subject to the control of the Managers, have general supervision, direction and
control of the business and affairs of tine Company. The Chief Executive Officer shall
preside at all meetings of the R-lenubers, unless the Managers appoint another person to so
preside and such person is present. The Chief Executive Officer sluff perforin other duties
conrnnonly incident to a chief executive officer or President of a California corporation and
shall also perform such other duties an(] have such other powers as tine Managers shall
designate froin time to time. The Chief Executive Officer is authorized to mare
expenditures except: (i) where required or perinnitted by lazy, the Operating Ag�eennent. for
the Company or the Operating Agreement for the single Member of such Company, to be
otherwise signed and executed, and (ii) where sighing and execution thereof shall be
expressly delegated by the Managers to some other officer or agent of the Company.
KEN DWELLE is appointed as the Chief Operating Officer of each Company and
shall, subject to tine control of the Managers, manage the clay -to -clay operations of the
Company and shall have general supervision, direction and control of the employees and
personnel of the Company. The Chief Operating Officer shall have such power and
perform other duties conrnonly incident to a chief operating officer of a California
corporation and shall also perfolin such other duties and have such other powers as the
Managers shall designate from time to tilue. Tlne Chief Operating Officer is authorized to
make expenditures except: (i) where required or perinitted by lazy, file Operating
Agreement for the Company or the Operating Agreement for the single Member of such
Company, to be otherwise signed and executed, and (ii) where signing and execution
thereof shall be expressly delegated by the Managers to some other officer or agent of tine
Company.
THOMAS DI MERCURIO is appointed as Chief Financial Officer of each
Company and shall be responsible for ensuring that appropriate custodial arrangements are
maintained with respect to the Company's furnds. The Chief Financial Officer shall keep
fiull and accurate accounts of receipts and disbursements in books belonging to the
Company and shall deposit all monies and other assets in the narnne and to the credit of the
Company in such depositories as ivay be designated by tine Managers. The Chief Financial
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Officer shall disburse the finds of the Company as may be ordered by the Managers,
taking proper vouchers for such disbursements, and shall render to the Chief Executive
Officer and the Managers, when the Managers so require, an account of all of the Chief
Financial Officer's transactions and of the financial condition of the Company. The Chief
Financial Officer shall perform other duties commonly incident to the office of Chief
Financial Officer in a. California corporation and shall also perform such other duties and
have such other powers as the Managers or Chief Executive Officer shall designate fionn
time to time. THOMAS DI MERCURIO is also appointed to manage each Company's
sales personnel.
The officers, to the extent of their powers described herein or otherwise vested ill
them by action of the Managers,. which are not inconsistent with the Operating Agreement
for the Company or the Operating Agreement for the single'Member of the Company, are
agents of the Company for the purpose of the Company's business, and the actions of the
officers taken in accordance with such powers shall bind the Company.
The officers shall not engage in any transaction described iti Exhibit B attached
hereto without first obtaining the necessary approval of the Managers and Members as
provided in the Operating Agreement for the Company or the Operating Agreement for the
single Member of the Company, and if the Company is a "Subsidiary," as defined in
Exhibit B, then as provided in the Operating Agreement of the Company that owns ail
interest ill the Subsidiary.
This consent is executed in accordance with the Operating Agreement for each
Company and the California Corporations Code; and may be executed in counterparts all
of nvinicli wlrerr taken together shall constitute one and the same writing.
Dated effective as of O (- 01- a01(o .
N ALT A. DNVELLE STEPHEN B. DWELLE
OMAS A. UWE= DAVID W. DWELLE
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EXHIBIT A
LIST OF LIMITED LIABILITY COMPANIES
JANUARY 1, 2015
Limited Liability Company
Name
1. ANTesteni Energetix, LLC
2. Flyers Energy, LLC
3. Nella Properties LLC
4. Flyers Transportation LLC
5. Caiivnol I Ianageinent LLC
6. W estem Energetix Terminals, LLC
7. Flyers Sustainable Energy LLC
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POWERS OF iNUN4GERS
1.01. PoNvers of Manager.
A. Powers of Managers. Without limiting the generality of this
Section 1.01, but subject to Section 1.01 and the limitations set forth elsewhere in the
Operating Agreenient for the Company, the Managers sliall have all necessaiy powers to
iiianage acid carry out the piiilioses, business, property, and affairs of the Coinpaiiy. The
Company may ozNni interests ill other entities, which are referred to lierein collectively as
"Subsidiaries" and individually as a "Subsidiary."
B. Limitations oil Poiver of Managers. The Nlanagers sliall not have
authority liereinider to cause the Company or a Subsidiary to engage in the folloi=ing
tinnsactions without first obtaining the affirniative vote or written consent of a Majority-iii-
Interest (or the affirinative vote or written consent of Members Bolding such greater
Percentage Interests set forth below):
(1) The sale, exchange or other disposition of all, or
substantially all, of the Company's assets or a Subsidi<y's assets occiuYing as part of a
single transaction or plan, or ill multiple transactions, except in the orderly liquidation and
winding up of the business of the Company, or a Subsidiary in conjunction with the duly
authorized dissolution of the Company or a Subsidiary. For purposes of this Section 1.01,
the Company's assets shall include: (a) interests in entities in which the company owns air
interest ("Subsidiary"), and (b) the Subsidiary's assets;
(2) The merger or reorganization of the Company; provided,. in
no event sliall a Nfember be required to become a general partner in a merger without the
Nlember's express written consent or unless the agreement of merger provides each
Member with dissenter's rights described in the Act;
(3) The establislunent of different classes of Members;
(4) The merger or reorganization of substantially all of the
Company's assets;
(5) Any act which would make it impossible to early oil the
ordivai-y business of the Coiupany or a Subsidiary;
(b) Tile confession of a jiulgnieiut against the Company or a
Subsidiary;
(7) Obligating the Company as a suuety, guarantor or
accomniodation party to any obligation, other than the Company's owii obligations or the
obligations of a Subsidiaiy;
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(S) Entering into a loan or other agreement that requires the
personal parantee of the INIenibers;
(9) Entering into any agreement on behalf of the Company or a
Subsidiary to lease or acquire one or more assets, including but not limited to interests ill a
Person, or incur any obligations ill excess of $5,000,000 other than ill the ordinary course
of the entity's business, for example, purchasing fiiel;
(10) The sale, exchange, lease; gi'ailtnlg of optioiLs or other
disposition of ally assets or business interests of the Company or Subsidiary with a value in
excess of $5,000,000 other than in the ordiiiaiy course of the entity's business;
(11) Any sale, exchange, disposition, merger or reorganization of
the Company that would result in the Company or a Subsidiary to be controlled directly or
indirectly by someone other than Dwelle Descendants;
(12) Catising the Company or a Subsidiary to borrow money or
enctunber any property in excess of $20,000,000 other than in the ordinary course of the
entity's business, for example, incurring ail account payable to purchase Riel and other
than refuiancirig all existing habiliq,;
(13) histitute, prosecute, defend, settle, compromise and dismiss
lawsuits or other judicial or administrative proceediiigs brought on or in behalf of, or
against, the Company, a Subsidiary or the Members involving a disputed aiiiount in excess
of $5,00,000,
(14) Filing oil behalf of the Conipany or any Subsidiary arty
voluuitaiy petition of Bankruptcy; or
(15) Any other transactioii described in this Agreement as
requiring the Vote, consent, or approval of the -Members.
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