Gu-95 - Evident Board Meeting Minutes 1105

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EVIDENT TECHNOLOGIES, INC. MINUTES OF A MEETJNG OF THE BOARD OF DIRECTORS November 2, 2005

Pursuant to notice, a meeting of the Board of Directors of Evident Technologies, Inc. (the "Corporation") was held on November 2, 2005 at 6:00 p.m . at Schyler Meadows Country Club. The following directors were present: Clint Ballinger, Michael LoCascio, John Cavalier. Cnet Opalka. Michael Dura and Walt Robb representing a quorum . The following invited guests also participated in all or portions of the meeting as observers: Brian Moore, Laura Mann, Michael Devincenzo, Dan Landry, Steve Talbot, Michael Ensley, George Williams, Lou Sackal, and Jeff Goronkin. The meeting was called to order by the chairman Clinton T. Ballinger. who presided, Michael DeVincenzo, secretary of the Corporation, acted as secretary of the meeting. Clinton Ballinger opened the meeting by welcoming everyone and distributing the agenda, attached as Exhibit A . Michael Ensley was then introduced to the group. Michael Ensley presented a competency model he has been preparing for the Corporation, attached as Exhibit B. A brief discussion was held at the conclusion of the presentation regarding the desire to continue to build each member of the management team's competency in the identified skills. These skill sets were then briefly discussed. Following Ensley's presentation Dan Landry, Steve Talbot, Michael Ensley. George Williams, Lou Sackal and Jeff Goronkin were dismissed from the meeting. At this time, materials comprising an engagement letter from Tejas, a term sheet for a Series D round of financing, a draft of the private placement memorandum and a copy of an agreement to issue warrants to Niskayuna Development Corp . were distributed to the remaining participants . These materials are attached as Exhibits C, D E and F, respectively. J

Clint Ballinger opened the discussions regarding the raising of a series D round of financing by indicating that it was the Corporation's intention to raise money at a $60 Million evaluation. Thereafter a discussion was had concerning the proper evaluation of the company with John Cavalier suggesting that the Corporation should raise money at a minimum evaluation of $55 Million. Jerry Abbruzzese. a director ofTejas Securities Group, Inc. entered the meeting. Mr. Abbruzzese indicated that he agreed that the Board should grant set the evaluation at a minimum 0[$55 Million. Mr. Abbruzzese further opined that we should ask Tejas to raise a minimum of $7 Million. Thereafter a discussion took place regarding the minimum amount desired to be

raised in (he Series 0 round of preferred financing. The board came to a consensus that GOVERNMENT EXHIBIT GU-95

that 7M would represent 10% of the company following the raise and that this would be sufficient to execute on the business strategy. At this time, Mr. Abbruzzese left the meeting and a discussion followed regarding the placement memorandum . The board suggested that the draft placement memorandum lacked information concerning our business development efforts. Mr. Ballinger indicated that such information would be included in future drafts. WHEREAS, Evident Technologies, Inc., a Delaware corporation (the "Company"), is currently in the process of negotiating a Engagement Letter and Term Sheet in conjunction with the offering of Series D Preferred Stock; WHEREAS, the Board believes that it is in the best interest of the Company to enter into an Engagement Letter with a Term Sheet with Tejas Securities Group, Inc. on substantially the terms of the Draft Engagement Letter and Term Sheet, attached hereto, on the conditions that the minimum amount to be raised in an engagement with Tejas Securities Group, Inc . should be no less than $7 Million and the pre-money evaluation of the Company should not be less than $55 Million;

NOW, THEREFORE, BE IT:

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VOTED, that the proper officers of the Company are each hereby severally authorized to execute, deliver and perform, in the name and on behalfofthe Company, any and all other documents, certificates, consents, acknowledgments and instruments and such collateral agreements as they may deem necessary, useful or required in furtherance of the preceding Resolutions in order to give effect to the intent of said Resolutions; and be it further VOTED, that the proper officers of the Company are each hereby severally authorized to take any and all action necessary, appropriate, contemplated by or required, in the judgment of such officer of the Company, in furtherance of the preceding Resolutions and the transactions contemplated thereby, the taking by any such officer of any action connected with the foregoing to be conclusive evidence of such officer's authority therefore from the Board. Following the votes concerning the Series D round of preferred financing Mr. Ballinger a discussion was had conceming warrants that were issued to and purchased by Niskayuna in 2003. Mr. Ballinger explained that of the 85,423 issued warrants, 56,949 had vested, and 18,474 shares remained un-vested pending receipt of funding from the state. Mr. loCascio indicated that Mr. Abbruzzese has done a lot of work in assisting the company raise money and both Mr. Ballinger and Mr. LoCascio indicated that Mr. Abbruzzese had assisted in the discussions with Mr. Bruno's office regarding the money for Russell Sage College. Mr. Robb indicated that the amount of warrants and the price of the warrants resulted in a lot of money and asked what we will be receiving from the money. At this point, it was pointed out that we would be entering into a lease arrangement for a reduced fee and that (he air handling system alone would be worth the price of the warrants. Upon motion duly made and seconded, it was unanimously:

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VOTED, that the 18,474 shares un-vested in the warrant issued to Niskayuna Development, LLC is hereby vested and that the officers of the company are hereby authorized to execute any documents that give effect to such warrants;

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Mr. Ballinger then indicated that in addition to Mr . Abbruzzese, Mr. Opalka was of great assistance in securing of funding for the Russell Sage Incubator. Upon motion duly made and seconded, it was unanimously:

VOTED, that Mr. Opalka is hereby granted options for 5,000 shares of common stock at a strike price of $1 0.41. Thereafter, a discussion was held regarding the annual meeting. Each director indicated limes they would be available and upon motion duly made and seconded, it was unanimously;

VOTED, that the annual meeting shall be set for December 5, 2005 at 10:00 a.m. at 216 River Street, Troy, NY 12180. Following the votes, the individuals who left the meeting returned and the presentation attached as Exhibit G was given to all the attendees. There being no further business, the meeting was adjourned .