Exhibit 1

Case 2:15-cv-02111-BSB Document 1-1 Filed 10/20/15 Page 1 of 11
⌒

⌒

WAIVEROFNOTICD

The undersigned, constituting all of tle Directors of the Board for WHIRLEI)

MUSIC-PIIBLISHING, INC., an Arizona corporation, do hereby waive call and notice

of call of tlre time, place, and purpose of the SpEcial Meeting of tlie Board of Directors of

slid corporation,_and do hereby consent that stid meeting be held on E?-td- at

the Corporate offrce.

This meetiqg will be for. the purpose oftransacting such business as may be properly

brought before the meeting.

⌒

Case 2:15-cv-02111-BSB Document 1-1 Filed 10/20/15 Page 2 of 11
⌒

⌒

WAIVER OF NOTICE

We, the undersigned shareholders, constituting all ofthe shareholders of

WHIRLED MUSIC PUBLISIIING, INC., an Arizona corporation, do hereby waive

call and notice of call of the time, place, and purpose of the Initial Meeting of the

Shareholders ofsaid corporation, and do hereby consent that said meeting be held on the

following date at the corporate office for the purposes of transacting such business as may

be properly brought before the meeting.

In addition, the undersigned shareholders agree on a Board of Directors consisting

of the following individuals; Jeffrey Freundlich, David Hilker, and John Costello III each

to hold office until his/her successor shall have been duly elected and qualified.

DAVID THOIV 眈 S DIETCHE

ELAN FREYDINSON

GARY ROIVERO

JOSHU FIORITO SHIMKIN

RACHEL WENSTEIN

⌒

Case 2:15-cv-02111-BSB Document 1-1 Filed 10/20/15 Page 3 of 11
MINUTES OF'TIIE FIRST MEETING

OF THE BOARD OF DIRECTORS OF

WHIRLED MUSIC PUBLISHING, INC.

The first meeting of the Board of Directors of WIIIRLED MUSIC

PUBLISHING, INC., an Arizona corporation, was held at the offrces of Sigrist &

Cheek, PC, 5777 South Rural Road, Tempe, AZ 85283.

All of the Directors named in the Articles of Incorporation waived call and notice

of call of the meeting in writing, a copy of which is filed with these Minutes, and the

following Directors were present, to wit.

JEFFREY FREUNDLICH

DAVID HILKER

JOHN COSTELLO III

DAVID HILKER acted as Chairman of the meeting, and

JOHN COSTELLO III recorded the Minutes'

The chairman stated that the Articles of Incorporation had been filed with the

Arizona Corporation Commission, would be duly and properly published in accordance

with A.R.S.3ection 10-055, and that the corporation was now qualified to transact

business.

Themeetingthenproceededtotheelectionofoffrcersandthefollowingofficers

were unanimously elected:

DAVID HILKER PTCSidCNt

JEFFREY FREUNDLICH Chief Operating Officer

JOHN COSTELLO III SecretarY

each to hold office until his/her successor shall have been duly elected and qualified'

Case 2:15-cv-02111-BSB Document 1-1 Filed 10/20/15 Page 4 of 11
The Chairman presented to the meeting a proposed form of Bylaws and, on

motion duly made and seconded, the following resolution was unanimously adopted:

RESOLVED, that the form of Bylaws which has been submitted to the meeting

be, and it hereby is, approved and adopted as the Bylaws ofthe corporation, and that the

Secretary be and hereby is instructed to insert the same in the corporate minute book.

The Chairman then presented a proposed form of certificate for the shares of stock

of the corporation. On motion duly made and seconded, the following resolution was

unanimously adopted:

RESOLVED, that the form of certificate representing shares ofthe capital stock of

the corporation which has been submitted to this meeting be, and the same is in all

respects, approved and adopted as the form of certificate to represent the capital stock of

this corporation.

The matter of a depository and corporate accounts was considered and thereupon,

on motion duly made and seconded, the following resolutions were unanimously adopted:

RESOL

be opened at

Arizona, and that the checks ofthe corporation on said

account be signed by the following individuals:

V覗'オ%Tつ

 ゙rtte bmk accou■ おr md h icnmeof■e coっOr“On

,1■

脚 楷収 !オ ‰ 駄

RESOLVED FURTHER, that the resolution or resolutions required by said Bank

for opening ofsaid bank account and the signing ofsaid checks hereinbeforc set forth be,

and the same hereby is, considered as passed at this meeting, and that a copy ofsaid

resolution in the usual card form used by said Bank be attached to these Minutes.

RESOLVED FURTHER, that the Secretary is hereby authorized to certi$, to the

passage ofsaid resolution as required by said Bank at the meeting ofthe Board of

Directors as of this date.

The Chairman stated that the corporation had not authorized the issuance ofany

stock. He further stated that it was deemed advisable that any stock issued should be

issued so as to qualifu as "Section 1244 Stock" pursuant to the Intemal Revenue Code of

1986, Section 1244.

Thereupon, the plan to authorize 100,000 qualiSing Section 1244 shares of

common stock contained in Exhibit A was duly proposed and unanimously adopted.

Case 2:15-cv-02111-BSB Document 1-1 Filed 10/20/15 Page 5 of 11
The Chairman then stated that the following individuals had offered to purchase

the following number of shares of this corporation's common stock at no-par value per

share:

TOTAL ISSUED

2,500 0 SIIARES

2,500 0 SHARES

2,500,O SILヽRES

189 0 SHARES

940 0 SILヽ RES

377 5 SHARES

125 0 SILヽRES

377 5 SHARES

491 0 SHARES

10,000 SIIARES

for the consideration set forth in Exhibit B attached hereto.

The Chairman pointed out that shares issued by the corporation upon its

acceptance ofsuch offer would not be registered and could be issued and sold only in

reliance upon an exemption from the registration requirements of the Securities Act of

1933 and the Arizona Securities Act. The issuees staled that they were purchasing the

stock for investment puq)oses only, that they understood the risks attendant to such a

purchase, and that they had complete knowledge ofthe financial condition ofthe

tusiness. They stated that they were bona fide residents of the State of Arizona, and that

the company's business would be conducted solely in Arizona.

Thereupon, the following resolutions were duly proposed and unanimously

adopted:

WHEREAS, it is deemed advisable by the Board of Directors that this corporation

offer for sale, and issue shares of common stock authoizedby its Articles of

Incorporation; and

WHEREAS,itisfurtherdeemedadvisablebytheBoardofDirectorsthatthe

offer, sale, and issuance of such shares be effectuated in such a manner that qualified

stockholders may receive the benefits of the Intemal Revenue code of 1954, Section

1244; and

WHEREAS,theproposedissueeshaveofferedtosubscribeforandpurchasea

total of10,000 shares of the common capital stock ofthe corporation for the

consideration as shown in Exhibit B attached hereto; and

WHEREAS, it is in the best interests of the corporation that such subscription for

its common capital stock should be accepted;

DAVID HILKER

JEFFREY FREUNDLICH

JOIIN COSTELLO Hl

DANIEL GABAY

DAVID THONIAS DIETCHE

ELAN FREYDENSON

GARY ROMERO

JOSHU FIORITO SHIMKIN

RACHEL WEINSTEIN

Case 2:15-cv-02111-BSB Document 1-1 Filed 10/20/15 Page 6 of 11
NOW, THEREFORE, BE IT RESOLVED, that the aforesaid subscription for

10,000 shares of common capital stock of this corporation shall be and it hereby, is

accepted; and that upon receipt of payment therefor, the officers shall be and they hereby

are authorized and directed to issue certificates for such shares as being fully paid and

nonassessable; and

BE IT FURTHER RESOLVED, that the certificate or certificates for such shares

so subscribed and purchased shall conspicuously bear a such legends required by the

Bylaws; and

BE IT FURTHER RESOLVED, that the Treasurer enter a certificate of receipt in

the corporate minute book evidencing delivery of the consideration received and such

other documents as may be necessary.

The next matter brought to the Board for discussion by the Chairman was the

selection of a fiscal year for the corporation. The chairman suggested that a fiscal year

terminating on DECEMBER 31 be adopted. After a full discussion and upon motion

duly made and seconded, a resolution was unanimously passed adopted DECEMBER 31

as ihe fiscal year end for the corporation, and the Secretary was instructed to notiry such

agencies as necessary ofselection of the same.

The chairman then announced that, in accordance with the Business corporation

Act ofthe state ofArizona, it would be necessaly to determine the amount of money

which should be allocated to stated capital ofthe corporation. The chairman stated that

he had been in contact with the corporation's accountant, who gave an explanation of

stated capital. Following such explanation, upon motion duly made, seconded, and

unanimously carried, it was:

RESOLVED, that the entire dollar amount of the issued and outstanding common

stock ofthe corporation be allocated to stated capital.

The next discussion entered into by the Board involved the Medical

Reimbursement Plan contained in Exhibit c. wherefore, the Board decided that a

reimbursement plan would be desirable to the Corporation. Thereupon, the following

resolution was duly proposed and unanimously adopted:

The Board then considered a general resolution authorizing the President and

Secretary to execute contracts, escrow agreements, deeds, deeds oftrust, mortgages, trust

ug.""-"ntr, and other forms of instruments and documents for and on behalfofthe

cirporation in order to carry out the business and business purposes ofthe corporation.

upon motion duly made and seconded, the following resolutions were unanimously

adopted:

RESOLVED, that the duly elected President and Secretary of this corporation,

including both those presently holding office and those elected in the future, are

Case 2:15-cv-02111-BSB Document 1-1 Filed 10/20/15 Page 7 of 11
authorized and empowered in the name of and on behalfofthis corporation to enter into

all contracts and commitments and to do any and all acts necessary for the

accomplishment of the puposes of this corporation, including the borrowing of money in

any :unount, with or without secudty therefor, and to execute any and all documents

deemed by them necessary for the conduct ofsuch business, including by way of

illustration, but not limited to, notes, deeds, mortgages, deeds of trust, bills ofsale,

conditional sales contracts, security agreements, financing statements, purchase

agreements, assignments, leases, and, in general, all instruments or documents whether

similar or dissimilar to those named by way if illustration, except that the Secretary shall

not execute any such instrument or documents except in attestation ofthe authority ofthe

President to execute the said instrument, to purchase office supplies, fumiture, and

equipment necessary to operate and maintain the business ofthe corporation, to procure

all forms of insurance as may become necessary for the protection of the corporation and

the conduct of its business, to procure all licenses that may be needed for the conduct of

the corporations business and to engage the services ofall attomeys and accountants, and

generally to conduct the business ofthe corporation as the General Manager thereof.

BE IT FURTHER RESOLVED, that if a party involved in such transaction

requests or requires a resolution ofthe Board of Directors specifically authorizing all or

any portion ofsuch transaction or a resolution a particular form, the President and/or

Secretary may certiry such resolution as having been authorized and deemed adopted at

this meeting, whereupon a copy ofsuch certification shall be inserted in the corporation

minute book; and

BE IT FURTHER RESOLVED, that the officers of the corporation be, and they

hereby are further authorized and empowered to do any and all other and further things

and matters, ofevery nature whatsoever, which such officers, in their sole and unlimited

discretion shall deem necessary or proper for the purpose of effectuating and carrying out

the intent and purposes ofthe resolution heretofore adopted at this meeting, looking

toward the completion of all acts and matters in connection with the full organization and

operations of the corporation, and

BE IT FURTHER RESOLVED, that all acts and things heretofore done for and on

behalf and in the name ofthe corporation by the incorporator, JEFFREY

FREUNDLICH be, and the same hereby are, ratified, and affirmed in each, all, and every

respect.

There behg no furtherbISttSSЮ

'?mcbttК

motion, duly made and seconded, adjoumed. 瞥

Secretary

Case 2:15-cv-02111-BSB Document 1-1 Filed 10/20/15 Page 8 of 11
EXIIIBIT A

PLAN T0 0FFER QUALIFYING SECT10N 1244

SHARES OF COIVW10N STOCK

FORSALE

OF

WHIRLED MUSIC PUBLISHING, INC.

WHEREAS, The Board of Directors deem it advisable and in the best interest of

the Corporation to offer for sale and issue shares of common stock in the total amount of

not more than 100,000 in the manner such that in the hand of qualified stockholders such

shares of stock will receive the benefits of Section 1244 of the Intemal Revenue Code of

1954, as amended; and

Whereas, the corporation is a "small business corporation" as defined in Section

1244 (3) 2, in that:

the sum of the aggregate amount of money and other property received by the

corporation for stock, as a contribution to capital, and as paid-in surplus, does not exceed

1,000,000.00; and

whereas, there is not now outstanding any prior offering ofthe corporation to sell

or issue any of its stock,

Now therefore, it is hereby resolved that the proper officers ofthe corporation are

hereby authorized and directed to offer, payable in cash or other property (other than

stock or securities) as from time to time they deem to be in the best interests ofthe

Corporation, subject to the following:

1. The plan as herein set forth upon its adoption by the Board of Directors of

the Corporation shall become effective.

2. The corporation is authorized to offer and issue 100,000 shares of

common stock ofno par value.

Case 2:15-cv-02111-BSB Document 1-1 Filed 10/20/15 Page 9 of 11
3. The corporation shall offer and issue such shares of common stock from

the date hereof until sold, or to the date when the corporation shall make a subsequent

offering of any stock, whichever shall occur sooner.

4. During such period as set forth in paragraph 3, the corporation shall offer

and issue only such common stock.

5. The maximum amount to be received by the corporation in consideration

of the stock to be issued pursuant to this plan shall be no more than $1,000,000.

6. Such common stock shall be issued only for money and other property

(other than stock or securities).

7. Such other action shall be taken by the corporations as such quali$ the

stock offered and issued under this plan as "Section 1244 Stock", and as such term is

defined in the Intemal Revenue Code and the Regulations issued thereunder.

This plan shall be interpreted and construed in such a maru{er as will enable it to

qualifu as a plan meeting the requirements of Section 1244 of thc Intemal Revenue Code

of 1954, as amended, and as will enable the share of cgtpofl slock ilsued thereunder to

DAVID

Approved and adopted by the Board of Directors on the

quatify as a plan meeting the requirements ofSection 1244 of thc Ir

of 1954, as amended, and as wr.l.l enable the share of crymor{ slock

qualifu as "Section 1244 Stock", as define;\n said S{tibn. , ,

'"", , i-l

day

Of 20

Case 2:15-cv-02111-BSB Document 1-1 Filed 10/20/15 Page 10 of 11
⌒

EXIIIBIT B

ASSETS EXCHANGED FOR TIIE NO‐PAR VALUE STOCK

OF WIIIRLED IV【USIC PUBLISHING,INC.

The stockholders listed below in exchangc for stock in WIIIRLED MUSIC

PIIBLISIIING,INC。 ,an Arizona CorpOration,hcreby transfer and assign all五 ght,title,

and interest,without warranty,provided,however,all manufacturer and sales warranties

arc hereby assigned,in and to:

CONTRIBUT10NS OF CASII

DANIEL GABAY S 5,000

DAVID THOヽ仏 S DIETCHE 19,000

ELAN FREYDENSON 10,000

GARY ROMER0 3,320

JOSHUA FIORITO SHIIVBIN 10,000

RACHEL WEINSTEIN 13,000

CONTRIBUT10NS OF OTHER ASSETS

DAMD HILKER INITIAL SONG CATALOG

JOHN COSTELLO HI INITIAL SONG CATALOG

CONTINUING SERVICES CONTRIBUT10NS

DAVID HILKER/JOHN COSTELLO MIN.OF 65 SONGS PER ANINUM

JEFF FREUNDLICH MIN.OF25SONGS PER ANNUM

CONTRIBUT10NS OF FIXED ASSETS

This info....ation to be provided by thc due datc ofthe flrsttax ret― ,including

extensions.

Case 2:15-cv-02111-BSB Document 1-1 Filed 10/20/15 Page 11 of 11