Attached files
| file | filename |
|---|---|
| EX-99.1 - WRITTEN CONSENT BY THE SHAREHOLDERS OF SUPERB ACQUISITION INC. TO CHANGE NAME TO - AIS Holdings Group, Inc. | namechangeshareholders.htm |
| EX-10.2 - OFFICER AND DIRECTOR RESIGNATION LETTER - AIS Holdings Group, Inc. | officeranddirectores_br.htm |
| EX-10.1 - SHARE PURCHASE AGREEMENT - AIS Holdings Group, Inc. | spa_superb.htm |
| EX-3.1 - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION - AIS Holdings Group, Inc. | certofamendment.htm |
| 8-K - FORM 8-K - AIS Holdings Group, Inc. | form8k.htm |
EXHIBIT 99.2
UNANIMOUS WRITTEN CONSENT
BY THE BOARD OF DIRECTORS OF
Superb ACQUISITION, INC.
IN LIEU OF A MEETING
Pursuant to the General Corporation Law of the State of Delaware, as amended, which provides that any action required to be taken at a meeting of the board of directors of a Delaware corporation may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors, the undersigned being the sole director of Superb Acquisition, Inc., a Delaware corporation (the “Corporation”), do hereby waive any and all notices that may be required to be given with respect to a meeting of the directors of the Corporation and do hereby take, ratify, affirm, and approve the following actions:
RESOLVED, that Takehiro Abe be appointed as chief executive officer, chief financial officer, president, director, secretary and treasurer.
RESOLVED, that it is in the best interest of the Corporation to amend its Certificate of Incorporation to change the name of the Corporation to “AIS Holdings, Inc.”;
RESOLVED, that the Corporation hereby recommends that shareholders approve a resolution that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:
“FIRST: The name of the corporation shall be AIS Holdings, Inc.”
RESOLVED, that the appropriate officers of the Corporation be, and they hereby are, authorized and directed to take all such further actions and to execute and deliver all such instruments and documents in the name and on behalf of the Corporation, and under its corporate seal or otherwise, as in their judgment shall be necessary, proper, or advisable in order to fully carry out the intent and to accomplish the purposes of the foregoing resolutions.
The undersigned, being all of the directors of the Corporation, hereby unanimously consent to, approve, and adopt the foregoing actions as of June 18, 2017, notwithstanding the actual date of the signing.
By: /s/ Thomas DeNunzio Thomas DeNunzio Its: President and Director Dated: June 18, 2017 |