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Gildia - deliveries of Special-Purpose Equipment

Agreement of Limited liability company

                                                                 § 1.
The Appearing Parties, hereinafter called Shareholders, establish a limited liability company, hereinafter called the Company.
                                                                 § 2.
The Company's name shall be "Gildia" - a limited liability company. The Company may use the abbreviations provided in the Commercial Companies Code.The Company may use the company's equivalent forms/names in other languages.
                                                                 § 3.
The registered office of the Company shall be the city of Lublin.
                                                                 § 4.
The Company shall operate in Poland and abroad.
                                                                 § 5.
Duration of the Company shall be unlimited.
                                                                 § 6.
1.The subject of the Company’s activity is: manufacturing, services, trade, export and import and operation of a consignment and dealership of agents.
2.The subjects of the Company’s activities in accordance with the Polish Classification of Activities are:
• section F, unit 43, group 43.3, class 39, subclass 43.39.Z - Other building completion
• section F, unit 43, group 43.9, class 43.99, subclass 43.99.Z - Other specialized construction activities not elsewhere classified;
• section G, unit 46, group 46.1, class 46.18, subclass 46.18.Z - Agents specializing in the sale of other particular products;
• section G, unit 46, group 46.9, class 46.90, subclass 46.90. Z - Wholesale trade;
• section K, unit 64, group 64.9 class 64.91, subclass 64.91. Z – Financial leasing,
• section M, unit 71, group 71.1, class 71.1, subclass 71.11.Z - Activities in the field of architecture;
• section M, unit 71, group 71.1, class 71.12, subclass 71.12.Z - Engineering activities and related technical consultancy;
• section M, unit 71, group 71.2, class 71.20, subclass 71.20. A - Research and analysis related to the quality of food;
• section M, unit 71, group 71.2, class 71.20, subclass 71.20.B. - Other technical testing and analysis;
• section M, unit 72, group 72.1, class 72.11, subclass 72.11.Z - Research and development in the field of biotechnology;
• section M, unit 72, group 72.1, class 72.19, subclass 72.19.Z - Research and experimental development on natural sciences and engineering;
• section N, unit 77, group 77.3, class 77.39, subclass 77.39.Z - Renting and leasing of other machinery, equipment and tangible goods not elsewhere classified;
• section H, unit 53, group 52.2, class 52.23, subclass 52.23Z - service activities incidental to air transportation.
                                                                 § 7.
The Company may operate within the field of trading, services and manufacturing. The Company may establish branches and offices outside the headquarters of the Company.
                                                                 § 8.
1. The share capital of the Company amounts to 506,000 PLN (five hundred and six thousand) and is divided into 46 (forty-six) equal and indivisible shares of 11,000 PLN (eleven thousand) each.
2. Each of the Shareholders may hold more than one share.
3. One share entitles its holder to one vote.
4. Shareholders can be both, legal entities and private individuals.
                                                                 § 9.
1. Share capital is divided between Shareholders as follows:
a) Andrzej Leszek Górnicki holds 7 (seven) shares, each of 11.000 PLN (eleven thousand) of a total amount of 77.000 PLN (seventy seven thousand),
b) Marcin Piotr Górnicki holds 22 (twenty-two) shares, each of 11.000 PLN (eleven thousand) of a total amount of 242.000 PLN (two hundred forty-two thousand),
c) Grzegorz Paweł Górnicki holds 15 (fifteen) shares, each of 11.000 PLN (eleven thousand) of a total amount of  165.000 PLN (one hundred sixty-five thousand),
d) Grażyna Anna Górnicka holds 2 (two) shares, each of 11.000 PLN (eleven thousand) of a total amount of 22.000 PLN (twenty-two thousand).
2. The increase of the share capital to the amount of 1,000,000 PLN (one million) during the 10 (ten) years of the Company existence shall not constitute a change of the Company’s Agreement.
3. Each of the existing Shareholders shall have the right to acquire the increased share capital in relation to their shares.
4. Management Board will send a notice to Shareholders informing of their right of priority, referred to in the above point, while Shareholders who wish to exercise the right should submit a written statement of their intention to do so, within one month from the request to put this right into effect.
                                                                 § 10.
1. Shareholders shall be obligated to cover balance sheet losses or in the case of any other  needs of the Company, each Shareholder shall be required to make payments in the amount not exceeding 10 times the value of all shares held.
2. A resolution of the General Meeting of Shareholders adopted unanimously will determine amount and period of payments.
                                                                 § 11.
1. Shares in the Company may be redeemed.
2. Redemption of shares may also occur subject to the provisions of the Commercial Companies Code about the decrease of the share capital or from the net profit.
3. A share may be redeemed with or without the consent of the Shareholder. A resolution of the General Meeting of Shareholders will determine the redemption of the share and its form.
4. The Shareholder, whose share was redeemed from the net profit, shall be paid the remuneration determined by a resolution of the General Meeting of Shareholders. The remuneration for the share, however, cannot be lower than the book value of the share.
5. The share may be redeemed without the consent of the Shareholder in the case where the Shareholder’s competitive activities in relation to the Company. Within the meaning of this agreement, competitive activities shall be considered activities of the same or similar profile to the Company’s activities which cause loses of customers for the Company, on behalf of the Shareholder or other entity  in which the Shareholder holds capital or represents as part of the management board. The above regulations shall apply to persons related to the Shareholder until the second degree of consanguinity and affinity.
                                                                 § 12.
1. Share may only  be disposed with the approval of the General Meeting of Shareholders adopted by a resolution.   
2. In the case of the intention to share sale by the Shareholder, other Shareholders shall have the preemption right in proportion to the shares previously held. Therefore, the Shareholder-transferor should submit, to the Management Board, a proposal to convene the General Meeting of Shareholders, stating intended disposal price. In accordance with Art. 238 the Commercial Companies Code, the Management Board is obligated to convene the General Meeting of Shareholders.
3. In the case of the General Meeting of Shareholders' approval of share disposal, within three months from the date of the Meeting, the other Shareholders shall be entitled to exercise the priority right to the acquisition of a share by submitting, in this period, a written statement to the Management Board. Should none of the Shareholders exercise the right of priority, the transferor Shareholder shall be entitled to sell a share to any third party, for the price stated in the request for convening the General Meeting of Shareholders.
4. Violation of any of the provisions of this section will void the share purchase agreement.
                                                                 § 13.
1. The Shareholders are entitled to the net profit resulting from the balance sheet, in proportion to the shares held, unless a resolution of the General Meeting of Shareholders excludes profit or part from the division and allocates it for other purposes (reserve fund, social fund, etc.). The amounts available for distribution among the Shareholders may not exceed the profit for the last fiscal year, increased by the amount transferred to capital (funds) in previous years and reduced by the amount of loss incurred and allocated to reserve funds created in the financial year in accordance with the act or the agreement of the Company that may not be payable as dividends.
2. In accordance with the power of this Agreement, the Management Board may pay the Shareholders advanced dividend for the financial year, only in the case of availability of sufficient funds.
                                                                 § 14.
The governing bodies of the Company shall be: the General Meeting of Shareholders and the Management Board.
                                                                 § 15.
1. The Management Board shall consist of one to three members. 
2. The Management Board shall be elected by a resolution of the General Meeting of  Shareholders which will determine the number of members of the Management Board and remuneration rules of individual members as well as determine the specific position they occupy.
3. Each member of the Management Board shall be individually entitled to make declarations and sign documents on behalf of the Company.
4. In both, agreements and disputes between the Company and the Management Board, the Company shall be represented by an attorney appointed by a resolution of Shareholders
5. Without the consent of both the General Meeting of Shareholders and Shareholders, the Management Board shall be entitled to make legal transactions resulting in incuring liability or legal regulation to an amount not exceeding 500 million PLN (five hundred million).
6. The term of office of the Management Board shall be 4 (four) years.
                                                                 § 16.
1. The General Meeting of Shareholders may be ordinary or extraordinary.
2. The General Meeting of Shareholders shall be held at the registered office of the Company.
                                                                 § 17.
The subject of the General Meeting of Shareholders includes  in particular the following:
1. examining and approving a report of the Management Board of the Company's operations, balance sheet, profit and loss statement for the previous year,
2. adopting resolutions on allocation of profits and coverage of losses;
3. provide the acknowledgement to the Management Board, of the fulfillment of duties,
4. adopting resolutions on increasing the share capital,
5. adopting resolutions on the amount and deadlines for payments,
6. adopting resolutions on the sale of a share or shares,
7. adopting resolutions on redemption of a share or shares,
8. award of procuration,
9. change of the Company agreement,
10. appointment and dismissal of the Management Board members,
11. acquisition or disposal of property,
12. sale or disposal of the Company,
13. dissolution of the Company.
                                                                 § 18.
Resolutions of Shareholders and resolutions of General Meeting of Shareholders are adopted by an absolute majority of votes, except in circumstances where the Commercial Companies Code provides stricter regulations.
                                                                 § 19.
All other matters not covered by this Deed shall be governed by the provisions of the Act of 15 September 2000 the Commercial Companies Code and other provisions of separate regulations in force in Poland.
                                                                 § 20.
Disputes arising under this Agreement shall be subject to arbitration upon the consent of all Shareholders.