DeclarationCal. Super. - 6th Dist.March 29, 2021PARKER LAW GROUP 555 Capitol Moll, Suite 1230 Sacramento, CA 95814 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 21 CV38141 8 Santa Clara - Civil Port J. Parker, SBN 179256 Myles G. Taylor, SBN 298687 PARKER LAW GROUPATTORNEYS A Professional Corporation 555 Capitol Mall, Suite 1230 Sacramento, CA 958 14 Telephone: (916) 996-0400 Facsimile: (916) 668-5760 myles@parlawgroup.com Electronically Filed by Superior Court of CA, County of Santa Clara, on 11l1 0/2021 10:59 AM Reviewed By: J. Ngo Case #21CV381418 Envelope: 7641 001 Attorneys for BRYAN CARRERA SUPERIOR COURT OF CALIFORNIA IN AND FOR THE COUNTY OF SANTA CLARA BRYAN CARRERA, directly and derivatively Case N0. 21CV38141 8 on behalf ofAXON DESIGN, INC., DECLARATION OF BRYAN CARRERA IN Plaintiff, SUPPORT OF PLAINTIFF’S MOTION FOR V. INSPECTION OF CORPORATE RECORDS JOHN NOORI, an individual; AXON DESIGN INC., a California Corporation dba Date: NTERRA GROUP; and DOES 1 through 50, Time: 9:00 am. inclusive, Dept: Defendants, and AXON DESIGN, INC., as a Nominal Defendant as to derivate claims Complaint Filed: March 29, 2021 I, Bryan Carrera, declare as follows: 1. I am the named Plaintiff in this above-referenced matter. I have personal knowledge of all the facts stated herein, and if called upon to d0 so, I could and would competently testify thereto. 2. I cofounded Axon Design, Inc. (“Axon”) with Defendant John Noori (“Noori”) in March 2015. Upon formation, I became owner of25% of the outstanding voting shares ofAxon, With DECLARATION OF BRYAN CARRERA ISO PLAINTIFF’S MOTION FOR INSPECTION OF CORPORATE RECORDS 1 J. Ngo PARKER LAW GROU P 555 Capitol Moll, Suite 1230 Sacramento, CA 95814 AWN NOV] 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Noori holding the remaining 75% of the shares. Noori and I were named only directors of Axon. A copy 0f the “Minutes from the First Meeting 0f Axon’s Board 0f Directors” is attached hereto as Exhibit A. 3. I am and remain a shareholder 0f Axon, and to the best of my knowledge, remain a director on the board 0f directors ofAxon. 4. Prior to retaining my current counsel, I made multiple requests for corporate records from Noori, including Via email on 0r around May 4, 2020. In this request I specified that I made this request in my capacity as a shareholder and director 0f Axon. I made this request for purposes 0f determining the value of my shares in Axon and to better understand Axon’s activities after I was terminated from the company. Noori ignored this request. I thereafter sent a letter through my prior attorney on October 29, 2020, wherein I made a formal written request t0 inspect corporate records pursuant t0 Corporations Code §§ 1601 and 1602. This request was similarly ignored. A true and correct copy of this email request is attached hereto as Exhibit B. 5. My current attorney issued a renewed request on August 18, 2021 for records. This request was for the purpose 0f understanding the value 0fmy shares and company activities since my employment termination with Axon. 6. On August 23, 2021, I approved a copy-service to be sent to Axon’s office during normal business hours t0 obtain the records. I am informed that the copy-service was denied records. Ihave still not received the corporate records and information for which I am entitled to. I declare under the penalty 0f perjury, under the laws of the State 0f California, that the foregoing is true and correct. Executed on this 31 day of October 2021, at Roseville , California. «(m BRM CARRERA DECLARATION 0F BRYAN CARRERA ISO PLAINTIFF’S MOTION FOR INSPECTION OF CORPORATE RECORDS 2 EXHIBIT “A” MINUTES OF FIRST MEETING OF BOARD OF DIRECTORS OF AXON DESIGN, INC. The directors ofthe above corporation held their first meeting onM 201 5, at California, commencing at \3 .00 (p.m.@). The meeting was held pursuant to a Waiver ofNotice and Consent signed by each of the Directors, which has placed 1n the Minute Book preceding these minutes. The following Directors, constituting a quorum of the Board of Directors named, were present: John Noori Bryan Carrera Absent were: None Also present were: None Upon motion duly made, seconded and unanimously carried, was John Noori elected Chairman of the meeting and Bryan Carrera was elected Secretary of the meeting. John Noori and Bryan Carrera were also elected as members of the Board of Directors. John Noori was elected Chairman of the Board of Directors. The Chairman stated that the Articles of Incorporation of the Corporation were filed in the office of the California Secretary of State on January 30, 201 5. The Chairman presented to the meeting a certified copy of the Articles of Incorporation and the Secretary was directed to insert the copy in the Minute Book of the Corporation. The meeting proceeded to the completion of the organization of the corporation, and, upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted: RESOLVED: That David S. Henshaw, named as this corporation’s initial agent for service of process in the Articles of Incorporation, is hereby confirmed in such capacity. RESOLVED FURTHER: That the Bylaws presented to this meeting be, and the same hereby are, adopted as and for the bylaws of this corporation, and the Secretary is directed co- certify the adoption of said Bylaws and to maintain a copy of the Bylaws, so certified, at the corporation’s principal executive or business office in California in accordance with Section 213 ofthe California General Corporation Law. RESOLVED FURTHER: That the corporate seal in the form, words, and figures presented to this meeting and impressed upon the last page of these minutes, be, and it hereby is, adopted as the seal of this corporation. RESOLVED FURTHER: That the form of stock certificates presented to this meeting be, and it hereby is, approved and adopted, and the Secretary is directed to insert a specimen certificate in the Minute Book immediately following these minutes. ELECTION OF OFFICERS The Chairman stated the next item ofbusiness would be to elect officers of the corporation for the coming year. After discussion, and upon nominations duly made and seconded, the following persons were unanimously elected to the offices and at the annual salaries respectively set forth: ‘ TITLE NAME SALARY Chairman of the Board, President, Chief Financial John Noori $200,000 per year Officer Secretary and Vice President Bryan Carrera $1 10,000 per year Officer - Vice President of . . . . . . . Dav1d Voorhles Pald on a Per Pm] ect BaSIS Englneerlng The directors thereupon unanimously adopted the following resolution: RESOLVED: That John Noori will be the majority decision maker for this corporation and be responsible for the organization of the business. RESOLVED FURTHER: That David Voorhies, as the Vice President of Engineering, is the officer responsible for reviewing and signing offon engineering plans and projects for this corporation. RESOLVED FURTHER: That the corporate officers are hereby directed to prepare and file with the California Secretary of State the Information Statement as required by Section 1502 of the California General Corporation Law. FISCAL YEAR The Chairman stated it would be advisable for the corporation to establish a fiscal year. Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVED: That the fiscal year of this corporation shall end on December 31 of each year. PRINCIPAL OFFICE RESOLVED: The principal office for the transaction of business of the Corporation shall be at 1155 North First Street, Suite 214, San Jose, California 95112. ESTABLISH BANK ACCOUNTS The Chairman next proposed the Board make provision for the deposit of the funds of the corporation and their withdrawal. RESOLVED: (a) The Corporation shall designate that Comerica Bank be the current bank for the Corporation. The Corporation, through its Directors, shall establish a business checking account at Comerica Bank; (b) The Corporation, through its Directors, shall deposit into the checking account at Comerica Bank an initial balance; (c) The initial signatories on the Corporation's accounts at Comerica Bank shall be Noori and Carrera; ( d) The Corporation, through its Directors, may make such general and special rules and regulations with respect to such accounts as it may deem necessary or advisable; and ( e) The Corporation, through its Directors, may complete, execute and/or certify any customary printed signature card forms to exercise the authority granted by this resolution. RESOLVED FURTHER: Any form resolutions required by any such depository, which relate to the establishment of such accounts and the authorization of signatories with respect thereto and substantially incorporate the authorizations contained in these resolution, are adopted and approved; and RESOLVED FURTHER: Any such depository is entitled to rely on these resolutions, if they are certified by an officer of the Corporation, for all purposes until it shall have received written notice of the revocation or amendment of these resolutions by the Board. PAYMENT OF INCORPORATION EXPENSES In order to provide for the payment of the expenses of the incorporation and organization ofthe corporation, upon motion duly made, and seconded, the following resolution was unanimously adopted: RESOLVED: That the officers of the corporation are authorized and directed to pay the expenses of its incorporation and organization, including effecting reimbursement to any persons who have advanced funds to the corporation for such purposes and payment of any amounts remaining owing to the corporation's attorney (and/or accountants) for services in connection therewith. RATIFICATION OF PREINCORPORATION CONTRACTS The board next considered the ratification of commitments made on behalf of the corporation prior to the completion of its organization. Upon motion duly made and seconded, the following resolutions were unanimously adopted: RESOLVED: That the contracts and transactions entered into on behalf and for the benefit of this corporation, listed below, be and they hereby are accepted, adopted and ratified by this corporation; and RESOLVED FURTHER: That this corporation save, defend, indemnify and hold harmless the persons who entered into said contracts and transactions on behalf and for the benefit of this corporation, from and against any liability or expense arising therefrom and thereunder. AUTHORIZE ISSUANCE OF SHARES The matter of issuing shares of the corporation’s capital stock was then considered, and upon motion duly made and seconded, the following resolutions were unanimously adopted: RESOLVED: That the officers of this corporation are authorized to sell and issue a number of capital stock of this corporation not to exceed a total of 10,000 shares. RESOLVED FURTHER: That the officers of this corporation be, and they hereby are, authorized to sell and issue to the following persons the number of shares of capital stock of this corporation and for the consideration indicated opposite each name, for an aggregate of 5,000 shares With a par value of $0.01. John Noori and Bryan Carrera have agreed to provide the following consideration for their shares of the Corporation: TYPE AND AMOUNT OFME NUMBER 0F SHARES CONSIDERATION John Noori 3,750 Management and $52,500 Investment Management and $ 1 7,500 Investment Bryan Carrera 1,250 RESOLVED FURTHER: That the Board hereby determines the fair value to the corporation of the above-referenced noncash consideration to be received by it for the issuance of its shares of capital stock is not less than the amounts respectively set forth above. RESOLVED FURTHER: That such shares shall be sold without the publication ofany advertising or general solicitation. CALIFORNIA CLOSE CORPORATION RESOLVED: That the Corporation shall be established a statutory close corporation pursuant to California Corporations Code § 158. RESOLVED FURTHER: That any stock certificate that the Corporation issues shall contain on its face the following legend: This corporation is a close corporation. The number of holders of record cannot exceed thirty-five (3 5). Any attempted inter vivos transfer which would violate this requirement is void. Refer to the articles, bylaws and any agreements on file with the secretary of the corporation for further restrictions. RESOLVED FURTHER: That the Shareholders hereby give unanimous written consent that annual meetings of the Board of Directors and shareholder meetings are not necessary. RESOLVED FURTHER: That meetings of the Board of Directors and/or meetings of Shareholders may be held upon notice, as provided in the Bylaws of the Corporation. SUBCHAPTER S ELECTION The matter of electing to be taxed pursuant to Section 1362(a) of the Internal Revenue Code was next considered, and upon motion duly made and seconded, the following resolutions were unanimously adopted: WHEREAS, the directors of this corporation deem it appropriate for the corporation to elect to be a small business corporation pursuant to Section 1362(a) of the Internal Revenue Code and to be an “S” corporation for tax purposes. RESOLVED: That this corporation hereby elects, pursuant to Section 1362(a) of the Internal Revenue Code, to be an “electing small business corporation” and to be taxed under the Internal Revenue Code Subchapter S, such election to be effective for the fiscal year commencing 201 5. RESOLVED FURTHER: That the officers of this corporation are hereby authorized and directed to prepare, cause to be executed and to be filed with the appropriate office of the Internal Revenue Service, IRS Form 2553 together with the statement of each shareholder consenting to the Subchapter Selection (together with a similar consenting statement by each shareholder's spouse), on or before April 15, 2016, and to execute such documents and take such other action as they may deem necessary or desirable to make the Subchapter S election effective. RATIFICATION RESOLVED: That any and all acts taken and any and all agreements or other instruments executed on behalf of the Corporation by any officer or officers of the Corporation prior to the execution hereof with regard to any of the transactions or agreements authorized or approved by any or all of the foregoing resolutions are ratified, confirmed, adopted and approved. FICTITIOUS BUSINESS NAME RESOLVED: That the officers of the Corporation be, and hereby are, authorized to determine that the Corporation shall operate, for all purposes, under a fictitious business name. RESOLVED FURTHER: That the Corporation will operate under the fictitious business name of "Nterra Group" for all purposes. RESOLVED FURTHER: That the corporate officers are hereby directed to prepare and file with the Santa Clara Clerk-Recorder's Office, Business Division, a Fictitious Business Name Statement as required by Section 1 7900 et seq of the California Business and Professions Code containing the fictitious name of "Nterra Group." GENERAL RESOLVED: That the officers of the Corporation be, and hereby are, authorized and directed to execute all documents and to take such action as they may deem necessary or advisable in order to carry out the purposes of these resolutions. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the meeting was adjourned. ~ ,z>..ol"lfoori, Chairman of the Board EXHIBIT “B” From: bryan carrera Date: May 4, 2020 at 5:42:18 PM PDT T0: john@nterragr0up.com Subject: Company Income Statements / Checking In John, As my attorney has told you, | still want to and intend to fulfill my obligations as a director of Nterra. I’m still a shareholder and director. That said, I’ve been out of the loop for several months now. l need to get up to speed. | hereby request, in my capacity as a shareholder/director, the following information and documents: o Any minutes from Board of Directors meetings in the past year 0 Any Board resolutions signed in the past year 0 All contracts that anyone has entered into on behalf of the company in the past year o The last two filed tax returns (state and federal) 0 A report of current financials, including 2019 and 2020-Q1 profit & loss statements, balance sheets, and cash flow reports o Also just knowing what our accounts payable and accounts receivable look like would be helpful 0 A (not formal) report ofjust how we’re doing in light of the COVlD-19 pandemic. Are contracts still coming in? Is work getting done? Are the employees getting paid? What are people getting paid? Have you taken a salary reduction and/or implement salary reductions for employees? Are people working from home successfully? If you could arrange for this information to be sent to me within the next week or so, l would appreciate it. You’re right that | still have a duty to do what’s in the best interests of the company. |’|| be able to do that ifl know where the company stands. Thankg Bryan
