ACTION BY UNANIMOUS WRITTEN CONSENT OF THE DIRECTORS OF IPSENTO COFFEE CO. an Illinois corporation

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1 ACTION BY UNANIMOUS WRITTEN CONSENT OF THE DIRECTORS OF IPSENTO COFFEE CO. an Illinois corporation The undersigned, constituting all of the directors of Ipsento Coffee Co., an Illinois corporation (the Company ), do hereby adopt the following resolutions by Unanimous Written Consent, pursuant to the Illinois Business Corporations Act of 1983 and the Bylaws of this Company, and direct the Secretary of this Company to place a copy thereof in the Minute Book of this Company. Certificate Of Incorporation And Bylaws RESOLVED, that the Certificate of Incorporation which has been submitted to and examined by the undersigned directors of this Company be, and it hereby is, approved in all respects; and WHEREAS, this Company has not yet adopted any Bylaws for the regulation of this Company; and WHEREAS, there has been presented to the Board of Directors a form of Bylaws for the regulation of the affairs of this Company; and WHEREAS, it is deemed to be in the best interests of this Company and its shareholders that said Bylaws be adopted by this Company as and for the Bylaws of this Company; NOW, THEREFORE, BE IT RESOLVED, that the Bylaws presented to the Board of Directors be, and the same hereby are, adopted as and for the Bylaws of this Company; and RESOLVED FURTHER, that the Secretary of this Company be, and he hereby is, authorized and directed to execute a certificate of adoption of said Bylaws and to place a copy thereof, as so certified, in the Book of Minutes of this Company, and to see that a copy of said Bylaws, similarly certified, is kept at the principal office for the transaction of business of this Company in accordance with the Illinois Business Corporation Act of Stock Certificate & Uncertificated Shares RESOLVED, that the form of stock certificate presented to the undersigned directors is approved and adopted as the stock certificate of this Company. RESOLVED, that notwithstanding the foregoing, the officers are hereby authorized to issue uncertificated shares of stock; Ipsento Coffee Co. Organizational Minutes

Location Of Principal Executive Office RESOLVED, that the principal executive office of this Company shall be located at such place as may be designate by the directors, from time to time.

2 Location Of Principal Executive Office RESOLVED, that the principal executive office of this Company shall be located at such place as may be designate by the directors, from time to time. Election Of Officers RESOLVED, that the following persons are elected to the offices indicated opposite their respective names, to hold such positions until their resignation, replacement or removal, and to have such duties, responsibilities and powers as are set forth in this Company s Bylaws: Name Timothy S. Taylor Office CEO, President, Secretary and CFO Payment Of Expenses RESOLVED, that each of the officers of this Company be, and they hereby are, authorized and directed to cause this Company to pay the expenses of its incorporation and organization. Issuance of Stock RESOLVED, that the officers issue 52,019 shares of common stock to Timothy S. Taylor, in exchange for $0.01 per share; RESOLVED, that the officers issue the following number of shares to the following persons, in exchange for the cancellation of certain loans to Ipsento 606, LLC and Coffee Ambassadors, LLC, which shall become wholly owned subsidiaries of the Corporation: RESOLVED FURTHER, that the shares of Common Stock issued by the Corporation, are duly and validly issued, fully paid and non-assessable shares of common stock of this Corporation; 2

3 RESOLVED FURTHER, that each of the officers of this Corporation is authorized, directed, and empowered, on behalf of this Corporation and in its name, to execute any applications, certificates, agreements, or any other instruments or documents or amendments or supplements thereto, or to do and to cause to be done any and all other acts and things as such officers may in their discretion deem necessary or appropriate to carry out the purposes of the foregoing resolutions. Regulation CF Offering WHEREAS, it has been proposed that the Company engage in an offering under Regulation CF of the Securities Act Rules, pursuant to which it shall offer up to 18,519 shares of common stock for $27.00 per share (the Offering ); WHEREAS, the Board deems it to be in the best interests of the Company to authorize the Company to engage in the Offering; NOW, THEREFORE BE IT RESOLVED, that the directors hereby authorize and approve the Offering, and the issuance of shares of common stock pursuant to the terms thereof; Bank Account RESOLVED, that the officers of the Company are hereby authorized: 1. To designate one or more banks, trust companies or other similar institutions as depositories of the funds, including, without limitation, cash and cash equivalents, of this Company; 2. To open, keep and close general and special bank accounts, including general deposit accounts, payroll accounts and working fund accounts, with any such depository; 3. To cause to be deposited in such accounts with any such depository, from time to time, such funds, including, without limitation, cash and cash equivalents, of this Company as such officers deem necessary or advisable and to designate or change the designation of the officer or officers and agent or agents of this Company who will be authorized to make such deposits and to endorse checks, drafts, or other instruments for such deposit; 4. From time to time to designate or change the designation of the officer or officers and agent or agents of this Company who will be authorized to sign or countersign checks, drafts, or other orders for the payment of money issued in the name of this Company against any funds deposited in any of such accounts, and to revoke any such designation; 5. To authorize the use of facsimile signatures for the signing or countersigning of checks, drafts, or other orders for the payment of money, and to 3

4 enter into such agreements as banks and trust companies customarily require as a condition for permitting the use of facsimile signatures; 6. To make such general and special rules and regulations with respect to such accounts as they may deem necessary or advisable; and 7. To complete, execute and/or certify any customary printed blank signature card forms in order conveniently to exercise the authority granted by this resolution and any resolutions printed thereon shall be deemed adopted as a part hereof. RESOLVED FURTHER, that all form resolutions required by any such depository as presented to this meeting, are hereby adopted in such form utilized by the depository, and the Secretary of this Company is hereby authorized to certify such resolutions as having been adopted at this meeting and is directed to insert the form of such resolutions in the Minute Book immediately following the minutes of this meeting; and RESOLVED FURTHER, that any such depository to which a copy certified by the Secretary or an Assistant Secretary of this Company of these resolutions shall have been delivered shall be entitled to rely thereon for all purposes until it shall have received written notice of the revocation or amendment of these resolutions by the Directors of the Company. Agent For Service Of Process RESOLVED, that National Registered Agents, Inc., named as the initial agent for service of process in the Certificate of Incorporation of this Company be, and he hereby is, confirmed as this Company s agent for the purpose of service of process in the State of Illinois. Other Filings RESOLVED, that each of the officers of this Company is authorized and directed to make such filings and applications, to execute and deliver such documents and instruments and to do such acts and things as such officer deems necessary in order to obtain such licenses, authorizations and permits as are necessary or desirable for this Company s business, to fulfill such legal requirements as are applicable to this Company or its business or to complete the organization of this Company. Indemnification Agreements WHEREAS, the director believes that the vagaries of public policy and the interpretation of ambiguous statutes, regulations and court opinions are too uncertain to provide the Company s officers and directors with adequate or reliable advance knowledge or guidance with respect to the legal risks and potential liabilities to which they may become personally exposed as a result of 4

5 Fiscal Year performing their duties in good faith as agents for the Company and its subsidiaries; WHEREAS, the director recognizes that the cost to a director and/or officer of defending against lawsuits resulting from the performance of his or her duties in good faith for the Company and its subsidiaries, whether or not meritorious, is typically beyond the financial resources of most individuals that are serving or may serve as an officer or director of the Company; WHEREAS, the director recognizes that the legal risks and potential liabilities, and the very threat thereof, associated with lawsuits filed against the officers and directors of the Company or the Company s subsidiaries, and the resultant substantial time, expense, harassment and anxiety spent and endured in defending against such lawsuits, bears no reasonable or logical relationship to the amount of compensation received by such officers and directors, and thus poses a significant deterrent to and results in increased reluctance on the part of experienced and capable individuals to serve or continue serving as agents of the Company and its subsidiaries; WHEREAS, the director believes that entering into an indemnification agreement with each of the Company s officers and directors may be necessary to induce and encourage highly experienced and capable persons to serve or to continue to serve as agents of the Company or the Company s subsidiaries; WHEREAS, the director has been presented with and have reviewed a form of Indemnification Agreement (the Indemnification Agreement ); NOW, THEREFORE, BE IT RESOLVED, that the Company s officers are hereby authorized to enter into, on behalf of the Company, an Indemnification Agreement with each of the Company s officers and directors, in substantially the form presented to the directors, subject to any changes, additions or other modifications, as the Company s officers may deem appropriate from time to time. RESOLVED, that this Company s fiscal year shall begin on January 1 of each year and end on December 31 of each year. 5

6 IN WITNESS WHEREOF, the undersigned, being all of the directors of this Company, do hereby adopt the foregoing resolutions by Unanimous Written Consent as of the dates indicated opposite their names below. Dated: November 21, 2017 Timothy S.Taylor, Director 6

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