Document 4OwOwE1zZEMRdXdNx5Da8vop

CUFT OF TUB UUtUTiJS OF THE UE1.7115,0 OF THE HOARD OF DIRECTORS 01 THE 3JKir..TH-EriLLIA113 COKPAHT. Iteld JUly 26. 1937. The RcMdUteit stated that the affloers at Um Caspar/ had boon eoiMldortxig the advisability or the acquisition fay the Ccwpany of nb> stantlally all tha uati of Burgees Tltanlm Company a DdLwwre corporation, consisting principally of patent* and application* for patents relating to the aanufacture of Titanium products and certain Mineral deposits of Tltaaiidi on located in the State of Virginia. Us said that In order to poralt the Cogsuy to conduct an investigation to dotendne whether such acquisition would be adTleubla and to purchase such assets at A price agreed upon In ad vance, If such Investigation etiould disclose that such purchase was advisable, the officers tad miked out on arrangaaant with the officers of the Titaniua Caspoxy, vhich was eat forth In a draft of agroonent and plan ol' reorganisa tion between tho Titaniua Coqpaay and this Company, providing for ouch In vestigation and peosUting this Company to nekn such purchase, if desired, in consideration of five thousand, five hundred {*>,00 shares of caaaon stock of this Company. Ha said that a copy of such draft of agraiwwnt was in tho hands of the Secrstaiy, and tie reomasndnd that the Board authorise the officers to enter Into such an agraamnt. After full dlacusaion, the following resolution van offered. Its adoption duly waved by Hr. C. 3. Eaten, seconded by Hr. A. D. Baldwin, and on being put to vote h o b adopted! RESOLVED* mat the President or lce president, and Secretary or Assistant Secretary, of the Coupon/, be, and they hereby are, authorised and directed, in the none and on of the Canpaqr, to enter Into an agrnmerit with Burgess Tltaniun Cogxuy, in the fom, or substantially the font, of the draft of agreement with said Ccwpany, attached hereto and naskod Exhibit "A" of tills met ing, subject Cl) to opinion of patent attorney as to validity- of the patents! (2) to approval of officers and conpeay experts aa to desirability of tha product) and (3) to approval of company counsel as to legality of issue of easnen stock. N24197 -3- HJRTHEH RS9D2.TED that tho Preaidant or a Vloa Proaldsnt and tha Saorwtajgr or Assistant Secretary of this Caapacy be, and thay horabgr ago, authorised and directed to loauo and deliver or mam to bo lasued and dallverod 5,500.shares of mmoa steak of thla Caopaqy, of tho par value of IS$ oaoh, to Buxgaos tttaoitai Caspaagr against tha concurrent ootnagraaos and tranafar to tnla Coopery tgr Buxgosa Tltaidun Coopery, hr appropriate inatruoanta of cenvayaaoe aad tranafar, of all or substan tially all of Lta property and aaaata (Including tho property and aaaato rofarrad to in paxi^roph 1 of oaid agrwitnt with Burgess Titaniun Com pany datod July 36, 1937), fraa and oloar of all liana and liabilities, aad tha ooaeurroqt perfoxnanea tgr ttugeae Titaniun Coagaugr of all tha acta tgr aaid agroaaant required to be parfoxaad on lta part prior to, or concurrently with, auoh iaauanoo and delivery of canton stock of this Ca^sugrf and RESULTED PUWTiill that tha Prasident or a Tice Praaidimt aad tha 8worotaxy or Assistant Seorataxy and tho etfaar proper offloors of this Coapangr ho and ttaay are, antherlasd to aawoirtaall auoh instmseuts, and to taka all auch atops and proooedings, aa thagr any dm aaoeeeaxy, or advisable to carry out on tha part of this Ccapany said grenant of July 26, 193 ,', with Burgess Tltaalua aapaqr. 0007-SWP-000108545 --flaw After in--ring various questions, Professor --re and lir. Roosevelt than retired, and fallcwlag a general dlwmlaB of the Burgess process and it* value to the Coepony, Mr. L. w. floleett sowed the adoption of the foUoslns resolution and that the President be sepneered to proceed In tide natter as be aeea fit. the notion one seconded by Hr. 1. D. Bftlttlasay, and canted. SUiailiftS, under the iwnst batesuu Burgees Titennai C--panr and this Coepany, dated July 26, 1937, this Coepany has the light at lta election to acquire all or substantially all Idas properties and assets of Burgees Titeniun Coepany, including all its property and aeaeta rs- fened to In paragraph 1 of said agraensnt, la consideration of the issuance end delivery to Burgees Tltaniun Coepeny of $,$00 shares of full-paid sad nonwaasaeeable onesmi stock of this Cospanyj end VHEBEAS the officers of this Coepany end lta engineers, after investigation during the period since the sxeautlon of said contract, have concluded end reeo--ended that it sill be advisable for this Coepany to arise siroh ,mi mJBSG&ta this Conpany has received a satisfactory opinion fron patent counsel as to the validity of the patents eabraoad in the proper*, ties and assets ettloh title Company so has the right to acquire, and also free corporate pommel as to the legality of the issuaixso of such stock for the acquisition of such properties and aaaataf and title Board has dotemined, and hereby datemines, that such properties and assets of Burgees Titeniua Coepsny wlilcsi this Ccnpuny ; so hoe the right to acquire, have a fair value to this Coepaiy In excess not only of tits par value but also of the actual value of 5,$U> aharee of this Coepergr*e cornu stock, to witj in excess of #00,000., and that the acquisition of such properties and aasete by this Otsqjany for such cansideration is adviaablaj MOW, T.UMiFQkE, afiS0LV;4>, that this Coapaay ahull, aud it Hero, by does, exercise its right under said agreaxent between. Burgess fitaniuu Caxpeny and this Coepany, dated July 26, 1937, to purchase all or substan tially all the properties and assets of Burgess Tltaniun Conpauy, including all its property and assets referred to in paragraph 1 of said agxeeuenti and FDKTHCH KhS^LVCD that the President or a Vice president and the Secretary or Assistant Secretary of this Coepany be, and they hereby are, euthoxieed and directed to give notice in writing to the Burgess Tltaniun Coepany of th election by this Coepany to exercise such right to acquire such properties and assets of Burgess TitanAue Caqrargrj and 0007iSWP-000108546