HomeMy WebLinkAboutArticle I - Tab J - State of Florida Corporate DocumentsSTATE OF FLORIDA CORPORATE DOCUMENTS
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H02000236430
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A.RTICLZZ OF 'MERGER
OF
FLAGSTONE PROPERTIES, LLC
(a Florida /in►ited liability company)
and
FLAGSTONE ISLAND GARDENS, LLC
(e Delawa c limited liability company)
Fursuaot to he provisions of Section 608.4382 of the Florida Limited Liability Company Act, rhx
domestic limited ibii* company and the fcrrcign 1itzuirtcl liability Company h rcin named do 3iereby
submit tktc following articles of merger.
FmS`T. Onrioxrd hereto and made a part hereof la the Plan of Merger for merging
FLAGSTONE PRC1 R mEs
ISC.:4,ND GARDENS, L ' LLC, a Florida limited liability company with .and into FLAGSTONELC, a Delaware limited liability company (tom "surviving company").
SECOND: The members entitled to vote on the aforesaid Plan of Merger of FLAGSTONE
ISLAND GARDEN'S, LLC approved grid adopted the Plan of Merger by nfmons wriucn consent of
members dated December i 1. 2001
THU'M The morm/bora of FLAGSTONE PROPERTIES, LLC entitled to vote on the aforesaid
Plan of Mager approved and adopted the Putt of Merges by written consent given by them on December
10. 2002 in accordance with the provisions of Section 608.4381 of tine Florida Limited Liability Company
Act.
FOURTH: The address of the principal office of the surviving company is as follows;
506 Celebration A.venuc
Celebration. Florida 34747
FIFTH: Thp surviving compimy hereby appoints the l l Secretary of State as its agent for
Substitute service oft pros, in my proeceding to enforce any obl3,gatian or rights of any dissenting
members of FLAGSTOPIIE PROPERTIES, LTC.
=TR: The surviving company agrees to pay oily dissenting naecrtaen of FLAGSTONE
PROPERTIES, LLC the afrowlt, if any, to which they are entitled under Section 608.4384 of the
Florida Limited Liabibitty Company Act.
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H02001 236430
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H02000236430
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H02000236430
H02000236430
PLAIN OF MERGER,
of
FLAGSTONE PROPERTIES, LLC
(a Florida limited liability company)
and
FLAGSTONE ISLAND GARDENS, LLC
(a Delaware limited liability company)
(Under g608.438 of the Florida Limited Liability Company Act)
PLAN OF I Rt4::14 adopted on December 10, 2002 by resolution of the managing member of
FLAGSTONE PROPERTIES, LLC, a limited liability company organized wider the laws of the State
of Florida on May 14, 2001, and adopted on December 11, 2002 by resolution of the rnxoaging member
of FLAGSTONE ISLAND GARDENS, LLC, a limited liability company organized under the laws of
the State of D4aware. The nukes of the limited liability companies planning to merge are
FLAGSTONE P OPERTIES, LLC, a limited liability company organized under the laws of the State
of Florida, and FLAGSTONE ISLAND GARDENS, TALC, a limited liability company organized under
the laws of the Late of Delaware. The name of the surviving company into wlsioh FLAGSTONE
PROPERTIES, LLC plans to merge is FLAGSTONE ISLAND GARDENS, LLC.
I, FLAGSTONE PROPERTIES, LLC and FLAGSTONE ISLAND GARDENS, LLC,
shall, pursuant to ;the provisions of the Florida Limited Liability Company Act and the provisions of the
Delaware Limited, Company Act, be mated with and into a single limited liabbllity company, to
wit, FLAGSTONEISLAND GARDENS, LLC, which shall be the surviving company upon the
effective date of ithc merger and which is sometimes hereinafter referred to as the "surviving company",
and Which shall co xtinuc to exist as said surviving company under its present name pursuant to the
provisions of the;laws of the jurisdiction of its organization. Tbc separate existence of FLAGSTONE
PROPERTIES, LLC, which is sometimes hereinafter referred to as the "non -surviving company", shall
ecase at the effedive time and cl c of the merger in accordance with the provisions of tho Florida Ljmitcd
Liability Company Act.
2. The certificate of forwatlon of the surviving company at the effective time and date of the
merger irk the juitisdictiorx of its cngaiiisitioa shall be the eerti .pate of formation of said surviving
many and san4 certificate ,of formation shall 'continue in full force and effect until amended and
changed in the n4mner prescrib d by the provisions of the laws of the jurisdiction of organization of the
surviving cowpauy.
3. The operating agreement of the surviving company at the effective tinge and date of the
merger in ate jurisdictirni of its organization will be the operating agreement of said surviving company
and will continuelm full force and effect until changed, altered, or amenda as therein provided and in the
manner presenbotl by the provisions of the laws of the jurisdiction of its organization.
4. The managing member of the surviving company at the effective tune and date of the
merger in the jurisdiction of its organization shall be the managing member of the surviving company,
and shall hold se'ach office until the election and qualification cif his successor or until his tenure is
otherwise tertrttrt(tied in actor cc with the operating agreeagreeinent of the surviving company, The name
and address of the nut oaging member of the surviving company is set forth in the attached Exbibit A-1.
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H02000236430
H02000236430
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5_ Each issued share of interest of the non -surviving company immediately prior to the
effective time and date of the merger shall., at the effective time and date of the merges, be converted into
one (l) share of interest of the surviving company_ The issued share of interest oldie surviving company
shall not be converted or exchanged in any manner, but each said share of interest which is issued at the
effective time and date of the merger shall continue to represent oric issued share of interest of the
surviving company.
6, The Plan of Merger herein made and approved shall be submitted to the members of the
non.surviving company for their approval or rejection in the manner prescribed by the provisions of the
Florida Limited Liability Company Act, and the merger of the non -surviving company with and into the
surviving company shall be authorized in the manner prescribed by the laws of the jurisdiction of
organization of the surviving company.
7. In the event that the Plan of Merger shall have been approved by the members entitled to
vote of the non -surviving company in the mariner prescribed by the provisions of the Florida Limited
Liability Compaziy Act, and in the event that the merger of the non -surviving company with and into the
surviving company shall have been duly authorized in compliance with the laws of the jurisdiction of
organization of the surviving company, the nori surviving company and the surviving company hereby
stipulate that they will causeto be executed and filed anchor recorded any document or documents
prescribed by the laws of the State of Florida and of the State of Delaware; and that they will cause to be
performed all necessary acts therein and elsewhere to effectuate the merger.
8. The managing member of the non -surviving company and of the surviving company,
respectively, is hereby authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record any and all instruments, papers, and docsirnents which shall be
or became necessary, proper, or convenient to tarry out or put into effect any of the provisions of this
Plan of Merger or of the xt erger hcrrin provided for.
FLAGSTONE PROPER IIC:S, LLC
By:
Name: Me „- I3aysatctar
Title: Managing Member
FL&GSTON,I ISLAND GARDENS, LLC
by Flagstone Miami Holdings, LLC,
its managing member
by lgtave Property Group, LLC
i€s managing member
Name: t $ayrakter
Tide: Managing Member
F102000236430
1i.UIUUU13t�4iU
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.Exhibit A-1
Managing Member of Surviving Company
nizaP Address
Flagstone Miami Holdings, LLC 506 Celebration Avenue
Celebration, Florida 34747
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1102000236430
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The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "FLAGSTONE ISLAND GARDENS, LLC" IS
DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE TWENTY-SIXTH DAY OF MARCH, A.D.
2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "FLAGSTONE
ISLAND GARDENS, LLC" WAS FORMED ON THE NINTH DAY OF DECEMBER,
A.D. 2002.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE.
3599442 8300
AUTHENTICATION: 3014870
040223667 DATE: 03-26-04
CRRTIFICATE OF MERGER
OF
fr-AIRtp.t ONE PRc'y. rs,LLC
to Florida Ltrxitcd Liability Courpany)
AND
FLAGSTONE INLAND GARDENS. LLC
(tt Delaware Limited Liability Company)
ii is hereby cctri.fied that
STArr or raLAiIARE
Ditrrszraty Or CORPpRar2Q@YS
,rivi OD; 00 Juir 12/22/70aZ
024761/62 — i599a[2
Tim consittpoit businc*a entitles ptrtscipatiag In the merger herein ccrtifiCd
(t) FLAGSTONE PROPERTIES, LLV, a lint ted liability corrtpara.y, wlvch is orgarEzeti
under the Eatds of the Statw of Florida (the "l3iaappearing Lt ") and
(it) FLAGSTONE TV AND GARDZN ,. LLC. a limited liability company. which is
0rgiminci utter the Ipwia of the Stale ofDelaware (tI'tt "SuMving LLC").
2 Ant Agrecmein of Merger has been approved. adopted, oett ned, executed, and acknowledged by
eich of the of its aid eonstitueral limited liability eompanics in alapordnnce with the provisions orsevown 18-
2rat3 of the De aware Limited 34abiiaty Company Act, to wit, by the Dasappeartng LLC in accordance with the
ldu'S O! tttc SIM: Of t!s organaztion and by the Surviving "LC ita the. anic manner as is provided in Section 1$-
2O of IN Delaware J arrrrted l.ratbtlafy Cotnpany Act.
3 Tile name of the sorvwtng brutal Itabi1ny cormany m the merger herein certified la
VLAGSTQN`% LSL4WO GARDENF. LLC, which will continou its eattstcnacc its said srrxviving air t trd
it,ahllity;ornI ` oy und>•r its lament name gpon the triccti VC da)t<utsxid roer&er purpuerwc to the provisions of
the Delaware!Lirmed I.iabilay Company Aet,
4 •!"Fie certificate of formation of FLAGSTONE ISLAND CAi;!DENS, LLC, as now in force sane
c:tfcaa, shall dgntanue to be the rortsAr to of formation of said surviving limited liability company until
arr,rr%4 I and ichangcd purtuaat to the provlsiotn of the Delaware Lirpltctt Liability Company I,aw.
'i The t±xt cured Agreement of TvIergerbelyierp the afi i=6ald constitucttr bus enirttes won file at
zhl immoral bus. riessofiht: Drort.^saidvorviving limited the address of which to as
till lt�wai
SQG Celebration Avenue
Gelebratiaon, Florida 3474/
b. A y of atn afoFrssud Agreement ofMesrger will lap ftuniaficd by the aforesaid surviving !united
lltabt}try cnnpf utv. ari fetid ;st, arid withtftti Gist, 14 any memo of each ttf'the afor said ct nsutuerax limited
liaihtlity c ornrIntes
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:..cctylm ! on ihiti }! "'' xy or 1.)ecembrt, 2Clfl2
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FLAGSTONE rsa,Atiir, GARDENS, LLC
by nagritiVe MI Dii Holdings, LLC,
1�z managfpg msmbcr
by 'lapstorir Fzoperty Croup, LLI,
is$ fan*ging Zua. bef
13y: "�
Mime: Meftrrtc! aayraktur
1�1f1e Mktsging Mo nb r
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gsc.oteti thih clay Dr 13 cc-01117er, 2002.
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FLAGSTONE PROPERTIES. LLC
BY:
)7317Z: Mehra/Eta
Title: lvtanagingiketembcr
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The first State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "FLAGSTONE MIAMI HOLDINGS, LLC" IS
DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE TWENTY-SIXTH DAY OF MARCH, A.D.
2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "FLAGSTONE
MIAMI HOLDINGS, LLC" WAS FORMED ON THE NINTH DAY OF DECEMBER,
A.D. 2002.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE.
3599445 8300
040223681
Sr t '. t - r S = wear; of Stave
AUTHENTICATION: 3014868
DATE: 03-26-04
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CER I WICALTE OFFORMATXoN
OF
FLAGSTONE PROPERTIES, LLC
The undasigned., mt tattbnrized wawa] person, for the porpo,se4' ; r wring
limited liabitrty company (hereinafter called the "Company"), under the provisions grid
subject >::y cam reguirruterrrs of the Delaware Limited Gabilily Corrrpany Act, hcrcby
certifies than,
LLC"
FIRST: The name of the: liml2ti 116'1 ity company is "Ping me Properties,
SECOND: T}tc alas of the registered Dille and die 1121ae ant- time address
of the registered agtotrt of the Company pany coked to be maintained by Sectisrrt. 18-104 of
time Delaware Limited Litthiiity Company Act are Natitagsi Registered Agents, inc., 9
Bilst Lovckerman 3trt t. Dover, Deiawwre.19901, State t Z.
N WITNESS WW:IF, tbrc undersigned have exectitc4 the Cuttficato of
Forrgation of PI sgstune Properties, LLC this ti th day of i?rxcrs burr, 2002.
r.7t•itol, FWAPItiVi. O.Sfte 7 oe,w.L i.t Er.AFen1E
Is/ Iclur C: Hl
Jolt ice, Hui
Authorized Person
STAMM or DriF.AIPAM
SS R. ma OF $rATz
Frreu Dr3,•00 an zz/0P/2002
020752100 — 3SD2444
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The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "FLAGSTONE PROPERTY GROUP, LLC" IS
DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE TWENTY—SIXTH DAY OF MARCH, A.D.
2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "FLAGSTONE
PROPERTY GROUP, LLC" WAS FORMED ON THE NINTH DAY OF DECEMBER,
A.D. 2002.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE.
3599444 8300
040223681
cE VAndsor, Secretary of State
AUTHENTICATION: 3014869
DATE: 03-26-04
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S2A2B ortAPARE
sFdariZZARr or srArz
Qxvrsrc4t OZE" CRA22Gms
FaZD 09:00 Alf 2Z10912002
0207S241 - 25551.0442
CERTIFICATE OF FORMAT N
CIF
FLA Gsron MANI? CARM1919, LLC
The undmigued, or authorized ize+d mama iimfroCj IfablliE rim 1 ,for the o of laming a
subject to a PUY Orn taftcr called the `rampant/ undet the visions and
certifies that iou zcn of rho Ddaware Limited LtBbi1 ry Company Gt, hereby
FIRST:
Canker_ L.LC".
Tb� mum of the limit&d liabiiiry comport), is `Flagstone island
SECOND: The address of the reentered office said the riame anti the address
of he r gi teed agent of iht Comli ty xqtuied to be mAiritnitted by Sermon 184,04 of
am Delaware Limited Liai>i!#ty Cauipacry Act 4rt National Registeredcsi
F.as� Loockerman Street, Dover, Delaware I99ti1 Suite 18. �$ � 9
wrrNesS WPRRE0F, the endelai
fig, Z have executed the Certificate of
Formation of Flagstone Island
c the 4th day of December, 2002.
Hui
John C. Hui
Authorized PersOrk
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CONSENT OF THE SOLE MEMBER
OF
FLAGSTONE ISLAND GARDENS, LLC
The undersigned, being the sole member of Flagstone Island Gardens, LLC, a
Delaware limited liability company (the "Company"), hereby consents to the adoption,
pursuant to §18-302 of the Delaware Limited Liability Company Act, of the following
resolutions:
RESOLVED, that the Certificate of Merger and the Plan
of Merger evidencing the merger of Flagstone Properties,
LLC, a Florida limited liability company, with and into the
Company substantially in the form annexed hereto as
Exhibit A and Exhibit B, respectively, be, and the same
hereby is, adopted with such changes as may be approved
by the managing member executing the document on
behalf of the Company, such approval to be conclusively
evidenced by their execution thereof,
and be it further
RESOLVED, that the managing member of the Company
is hereby authorized and directed to execute and deliver, in
the name and on behalf of the Company, any and all
agreements, certificates, instruments, documents and plans,
and to take any and all action and to do any and all things,
as may be necessary or desirable to carry out the intent and
accomplish the purposes of the foregoing resolutions.
Dated: December , 2002
Flagstone Miami Holdings, LLC
by Flagstone Properties, LLC,
its sole member
By:
Mehm—ei Ba
Managing Direct°
CONSENT OF TNT SOLE MEMBER
OF
FLAGSTONE PROPERTIES, LLC
The undersigned, being the sole member of Flagstone Properties, LLC, a
Florida limited liability company (the "Company"), hereby consents to the adoption,
pursuant to §608.4381 of the Florida Limited Liability Company Act, of the following
resolutions:
RESOLVED, that the Articles of Merger and the Plan of
Merger evidencing the merger of the Company with and
into the Flagstone Island Gardens, LLC, a Delaware limited
liability company, substantially in the form annexed hereto
as Exhibit A and Exhibit B, respectively, be, and the same
hereby is, adopted with such changes as may be approved
by the managing member executing the document on
behalf of the Company, such approval to be conclusively
evidenced by hisr execution thereof;
and be it further
RESOLVED, that the managing member of. the Company
is hereby authorized and directed to execute and deliver, in
the name and on behalf of the Company, any and all
agreements, certificates, instruments, documents and plans,
and to take any and all action and to do any and all things,
as may be necessary or desirable to carry out the intent and
accomplish the purposes of the foregoing resolution.
Dated: December , 2002
Mehmet1Ba
Sole Member
>~•�udf �.,.rt ;r:.Wa� r, a tirs.rr �+a .a.w
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CERTIFICATE OF MERGER
OF
FLAGSTONE PROPERTIES, LLC
(a Florida Limited Liability Company)
AND
FLAGSTONE ISLAND GARDENS, LLC
(a Delaware Limited Liability Company)
It is hereby certified that:
I. The constituent business entities participating in the merger herein certified are;
(i) FLAGSTONE PROPERTIES, LLC, a limited liability company, which is
organized under the laws ofthe State of Florida (the "Disappearing LLC"); and
(ii) FLAGSTONE ISLAND GARDENS, LLC, a limited liability company, which is
organized under the laws of the State of Delaware (the "Surviving LLC").
2. An Agreement of Merger has been approved, adopted, certified, executed, and acknowledged by
each of the aforesaid constituent limited liability companies in accordance with the provisions of Section 18-
209 of the Delaware Limited Liability Company Act, to wit, by the Disappearing LLC in accordance with the
laws of the State of its organization and by the Surviving LLC in the same manner as is provided in Section
la-209 of the Delaware Limited Liability Company Act.
3. The name of the surviving limited liability company in the merger herein certified is
FLAGSTONE ISLAND GARDENS, LLC, which will continue its existence as said surviving limited
liability company under its present name upon the effective date of said merger pursuant to the provisions of
the Delaware Limited Liability Company Act.
4. The certificate of formation of FLAGSTONE ISLAND GARDENS, LLC, as now in force and
effect, shall continue to be the certificate of formation of said surviving limited liability company until
amended and changed pursuant to the provisions of the Delaware Limited Liability Company Law.
5. The executed Agreement of Merger between the aforesaid constituent business entities is on file at
the principal place of business of the aforesaid surviving limited liability company, the address of which is as
follows:
506 Celebration Avenue
Celebration, Florida 34747
6. A copy ofthe aforesaid Agreement of Merger will be furnished by the aforesaid surviving limited
liability company, on request, and without cost, to any member of each of the aforesaid constituent limited
liability companies.
[SIGNATURE PAGE TO FOLLOW]
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Executed on this day of December, 2002.
FLAGSTONE ISLAND GARDENS, LLC
by Flagstone Miami Holdings, LLC,
its managing member
by Flagstone Properties, LLC,
its managing member
By:
Name: Me et B
Title: Managing Memb
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11.
ARTICLES OF MERGER
OF
FLAGSTONE PROPERTIES, LLC
(a Florida limited liability company)
and
FLAGSTONE ISLAND GARDENS, LLC
(a Delaware limited liability company)
Pursuant to the provisions of Section 608.4382 of the Florida Limited Liability Company Act, the
domestic limited liability company and the foreign limited liability company herein named do hereby
submit the following articles of merger.
FIRST: Annexed hereto and made a part hereof is the Plan of Merger for merging
FLAGSTONE PROPERTIES, LLC, a Florida. limited liability company with and into FLAGSTONE
ISLAND GARDENS, LLC, a Delaware limited liability company (the "surviving company").
SECOND: The members entitled to vote on the aforesaid Plan of Merger of FLAGSTONE
ISLAND GARDENS, LLC approved and adopted the Plan of Merger by unanimous written consent of
members dated December 2002.
THIRD: The members of FLAGSTONE PROPERTIES, LLC entitled to vote on the aforesaid
Plan of Merger approved and adopted the Plan of Merger by written consent given by them on December
2002 in accordance with the provisions of Section 608.4381 of the Florida Limited Liability Company
Act.
FOURTH: The address of the principal office of the surviving company is as follows:
506 Celebration Avenue
Celebration, Florida 34747
FIFTH: The surviving company hereby appoints the Florida Secretary of State as its agent for
substitute service of process in any proceeding to enforce any obligation or rights of any dissenting
members of FLAGSTONE PROPERTIES, LLC.
SIXTH: The surviving company agrees to pay any dissenting members of FLAGSTONE
PROPERTIES, LLC the amount, if any, to which they are entitled under Section 608.4384 of the
Florida Limited Liability Company Act.
[SIGNATURE PAGE TO FOLLOW]
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Executed on this day of December, 2002
FLAGSTONE PROPERTIES, LLC
By: ,.
lame: M ayraktar
Title: Manag Member
FLAGSTONE ISLAND GARDENS, LLC
by Flagstone Miami Holdings, LLC,
its managing member
by Flagstone Properties, LLC,
its managing member
By:
Nave: Me
Title: Man
ayraktar
g Member
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PLAN OF MERGER
of
FLAGSTONE PROPERTIES, LLC
(a Florida limited liability company)
and
FLAGSTONE ISLAND GARDENS, LLC
(a Delaware limited liability company)
(Under §608.438 of the Florida Limited Liability Company Act)
PLAN OF MERGER adopted on December 2002 by resolution of the managing member of
FLAGSTONE PROPERTIES, LLC, a limited liability company organized under the laws of the State
of Florida on May 14, 2001, and adopted on December 2002 by resolution of the managing member
of FLAGSTONE ISLAND GARDENS, LLC, a limited liability company organized under the laws of
the State of Delaware. The names of the limited liability companies planning to merge are
FLAGSTONE PROPERTIES, LLC, a limited liability company organized under the laws of the State
of Florida, and FLAGSTONE ISLAND GARDENS, LLC, a limited liability company organized under
the laws of the State of Delaware. The name of the surviving company into which FLAGSTONE
PROPER F ES, LLC plans to merge is FLAGSTONE ISLAND GARDENS, LLC.
1. FLAGSTONE PROPERTIES, LLC and FLAGSTONE ISLAND GARDENS, LLC,
shall, pursuant to the provisions of the Florida Limited Liability Company Act and the provisions of the
Delaware Limited Liability Company Act, be merged with and into a single limited liability company, to
wit, FLAGSTONE ISLAND GARDENS, LLC, which shall be the surviving company upon the
effective date of the merger and which is sometimes hereinafter referred to as the "surviving company",
and which shall continue to exist as said surviving company under its present name pursuant to the
provisions of the laws of the jurisdiction of its organization_ The separate existence of FLAGSTONE
PROPERTIES, LLC, which is sometimes hereinafter referred to as the "non -surviving company", shall
cease at the effective time and date of the merger in accordance with the provisions of the Florida Limited
Liability Company Act.
2. The certificate of formation of the surviving company at the effective time and date of the
merger in the jurisdiction of its organization shall be the certificate of formation of said surviving
company and said certificate of formation shall continue in fail force and effect until amended and
cb. nged in the manner prescribed by the provisions of the laws of the jurisdiction of organization of the
surviving company.
3. The operating agreement of the surviving company at the effective time and date of the
merger in the jurisdiction of its organization will be the operating agreement of said surviving company
and will continue in full force and effect until changed, altered, or amended as therein provided and in the
manner prescribed by the provisions of the laws of the jurisdiction of its organization.
4. The managing member of the surviving company at the effective time and date of the
merger in the _jurisdiction of its organization shall be the maaae'ng member of the surviving company,
and shall hold such office until the election and qualification of his successor or until his tenure is
otherwise terminated in accordance with the operating agreement of the surviving company. The name
and address of the managing member of the surviving company is set forth in the attached Exhibit A-1.
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5. Each issued share of interest of the non -surviving company immediately prior to the
effective time and date of the merger shall, at the effective time and date of the merger, be converted into
one (i) share of interest of the surviving company. The issued share of interest of the surviving company
shall not be converted or exchanged in any manner, but each said share of interest which is issued at the
effective time and date of the merger shall continue to represent one issued share of interest of the
surviving company.
5_ The Plan of Merger herein made and approved shall be submitted to the members of the
non -surviving company for their approval or rejection in the manner prescribed by the provisions of the
Florida Limited Liability Company Act, and the merger of the non -surviving company with and into the
surviving company shall be authorized in the manner prescribed by the laws of the jurisdiction of
organization of the surviving company.
7. In the event that the Plan of Merger shall have been approved by the members entitled to
vote of the non -surviving company in the manner prescribed by the provisions of the Florida Limited
Liability Company Act, and in the event that the merger of the non -surviving company with and into the
surviving company shall have been duly authorized in compliance with the laws of the jurisdiction of
organization of the surviving company, the non -surviving company and the surviving company hereby
stipulate that they will cause to be executed and filed and/or recorded any document or documents
prescribed by the laws of the State of Florida and of the State of Delaware and that they will cause to be
performed all necessary acts therein and elsewhere to effectuate the merger.
8. The managing member of the non -surviving company and of the surviving company,
respectively, is hereby authorized, empowered, and directed to do any and all acts and Things, and to
make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be
or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this
Plan of Merger or of the merger herein provided for.
FLAGSTONE PROPERTIES, LLC
By:
Ne: M ayraktar
Title: Maua Member
FLAGSTONE ISLAND GARDENS, LLC
by Flagstone Miami Holdungs, LLC,
its managing member
by Flagstone Properties, LLC,
its managing member
ame: Me t4 - : ayraktar
Title: Mane Member
g�
2
Executed on this day of December, 2002.
•
•
FLAGSTONE PROPER LES, LLC
By:
•
Name: Me et Bayr
Title: Managing Meer
•
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Exhibit A-1
Managing Member of Surviving Company
Name Address
Flagstone Miami Holdings, LLC 506 Celebration Avenue
Celebration, Florida 34747
BP, artinrnt of tqatP
I certify from the records of this office that FLAGSTONE MIAMI HOLDINGS, LLC
is a Delaware Limited liability company authorized to transact business in the
State of Florida, qualified on December 17, 2002.
The document number of this limited liability company is M02000003382.
I further certify that said limited liability company has paid all fees due this office
through December 31, 2003, that its most recent annual report was filed on
October 9, 2003, and its status is active.
I further certify that said limited liability company has not filed a Certificate of
Withdrawal.
CR2E022 (2-03)
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-sixth day of March, 2004
hnza '3 a , ' arb
- `eeretaril UfState
•
•
• APPLICATION DV YORRICilt LIMITED LLARILITY COMPANY POD, AUTIWE L1ATLQN TO
TRANsACI` I3U9IN is IN FLORIDA
1. Asetentr )siortd GaMans, LLL
Natne of foringaihninx1 Jt b l ty Wry)
2. Culewaraf 3.
Ciwidialon =letdos is —pr'O Ah ibrn ica I'ani<.cd rattieli4Y
conoety la organized)
4, Decompar 9 2 D2
9M-p•Azadonj
(f`�l znottror, iir1pp►%.4114 3
5, Perpetual
(t,7ulatliars: Y'rtfmin4itaxsiii ycomp Ivy wilL asp 4t
CriCeOrrp.rum7°)
6 Vpou go.alificatt iu Eacr .dk.
—Wirt tint tranowad bums Et Pit a. C$c *Wen 60851. dolt Stlz, W Ui773717-a }
7, 5oe asmaiataiion Avenue, i:tailkra n, Florid_ 3047
(Strexcaddreaa c)!pr ipil afixx�
$ . if #tmited i�ah1E )'CQUEPallY it a xusua 'tom company, check luxe 0
9, The =C ; awi uss, i EITISineSO mass fib ups:urgingmcrnhcra or mums act as Fol.4'w ;
Frageixm4 Miami fidlafttg4, 1..1-
ant t out Aventio, Celabtatevrt, Fior{da 34747
Mandan! Memel Esyra#cear
�C? Altalasiaaistd ittribil airarvIrz 9as i'&t i ing rofa h
ItPimilialaciumisr66*Ofsktirikftaganiad kAriaVamignatsozeittfak. JEilaenetftrzostais axa
taaSjaknr atzp ofiFialmoslasargasat+ ba tj
11. Ng= orbuSicustoo putposoara b cored ar pwuoCgd is norids:.0 ae12t2 da rnaant gnd
4rt any Wwitif taws ettlyttyiar aiEgit gated Catmogmbn TrotY to tonssad urildw gisa F4'
EL Mamba' Or itpt iyed repreginhitlyr of a z n ab r.
peye enti !matte ofprjaryar*i fhi:OBaFad h+ n ore aigr1
uf
Typc31 or pxri/1W atom of evict
UO200 23862*
•
•
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CER A Ltr .CATS OF DESIGNATION Q '
REGISTERED ACENTMEGLTTERPn OWICE
PUIRATAFI TOME LIONS OR SECTION 604.415 or 608.307, FLO DA 5TATVT S,
TELL UNDERSIGNED LRCM LIABILITY COMPANY SUBMTs THE FOLLOWING
STALL TO l3.ESFONATE A &QfSTEREc' OFFICE AND REth )RED AGENT IN THE
STATE OF FLORIDA,
I, The name oftb.e Hiked Liability Compsr&y is:
P'lostarre !Wpm! (lotions, LAX
2. To name a,Da the ri,orfZa meat Rddress of the rcgimttrrd vet t and office ire:
Strtivez. tnc.
62E O. Park Ammo
Vicr & met Wren (2.0. Ar. txec e)
LCty?
Firming 6e amrrad Awrd arty t:.7v a ofprocap for aw ihtw szsiStid knifed
iy :aanfivo, xrt al Mod &levied! Mils fiir iatmar Thereby cacao the appt strap nr as
regifkredrovaite togilzgrae Ca ad CR also capacity. I ft (her came to comply with Mr pr+ vatarty afar(
slWuter rot g kr she proper and tiamptettRofiminarsceof cry dotter, and 1 wn Q, il#ar with; Ord
acc vt att artrms t raky/Jasft = to- registired err as pruvidaiffrr is Cieaprrr fildt', t? S
tt+4t;fmrrf kw,�
3 LOOM Fiilug Fe for ApAhatflQe
6 3L00 ' Crr eettop' ( am '
g 5,00 Certificate a1':titto Optima)
H0200023362$
•
De1ware
The First State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "FLAGSTONE ISLAND GARDENS, LLC" IS
DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE TWENTY-SIXTH DAY OF MARCH, A.D.
2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "FLAGSTONE
ISLAND GARDENS, LLC" WAS FORMED ON THE NINTH DAY OF DECEMBER,
A.D. 2002.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE.
3599442 8300
040223667
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3014870
DATE: 03-26-04
•
Delaware PAGE ,
•
The -'first State
X, E RRIET WITH WINDSOR, SECRETARY OF STATE O1 THE STATE or
DELAY, DO HEREBY CERTIFY TEE ATTACHED IS A TRUE AND CORRECT
COPY OF TuE CERTIMATE OF FORMATION OF 3FLAGSTQNE MIAMI
HOLDINGS, LLC" , FILED IN THIS Ok'FXa ON THE NINTH DAY OF
DECEMBER, A.D1 2002, AT 9 O'CLOCK A.M.
Haii s Smith Windsor, Secretary of Sate
3509445 8100 AUTHENTICATION: 2131703
020752697
•
•
ST 4 rZ Or nM age
S{202m) r Or STAT5
Drys tN t3P 1 ?i PVit1:T -0tv'S
FZt2P O :00 MI 1zlo9/2ao2
02o7S76P7 -. 25PO4d5
CERTIFICATE OF FORMATION
OF
FLAGSTONE R+IIAMI HOLDINGS, t,LC
She Underggned. an authorized natural pe* for the purpose of forming a
limited babiiity company (hereinafter called the "Company"), under the ptavisioris and
subject to EFIC rtquirenrentt of the Delaware Limited Liability Company Act, hereby
certifies that:
FIRST: The name of the )united !lability company is "Flarstonc Miami
I1ding5,
SECOND: The address of the tegistezed mice and the name and the address
of the registered .getit of the Company required to be maintained by Section l B-104 of
t E Delaware Limited Liability Company Act art National Registered Agents. Inc., 9
Eng L.00Gkcrrnari Street, Suite 1B. Dovcr, Pelswarc•19901,
IN wrrnsg WHEREOF, the uttderstgted have executed the Certificate of
Formation of Flagstone Miami Bolling, LLC this 4th day of December, 2002.
*wan lVI, .,.iglnub,.7e,.,..PWArsr PINdallIPOMOr.swss.
fl(1'oha C.
Iobz C. Hui
Authorized Poraon
Bevil. > rat ti #Iatt
1 certify from the records of this office that FLAGSTONE ISLAND GARDENS,
LLC is a Delaware limited liability company authorized to transact business in the
State of Florida, qualified on December 17, 2002.
The document number of this limited liability company is M02000003381.
I further certify that said limited liability company has paid all fees due this office
through December 31, 2003, that its most recent annual report was filed on
October 9, 2003, and its status is active.
I further certify that said limited liability company has not filed a Certificate of
Withdrawal.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-sixth day of March, 2004
CR2E022 ;2-03=
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AYPl; JCAXIOPI BY FOREIGN LED LIABILITY COMPANY FOR AUTECORIZAT1UTlO
'TRANSACT BUSINESS IN FLORIDA
ire CONIPLANCE POW Nrafb, 63001 Fiatla4 047L rrieRzrzopc E StiairiZED TC1 ith +7k f. FOREIGN
tildrapal1I712 Mil, "7071 1.16erBC r�iN1X 'SrearCrFLafitaf.
1. FklgeferIn Werra Haidings, U"C
(iri* cf foreign coa y)
2, Mtwara 3,
' IrstiSQi toy r]Errder OIL iStw lorm'lttc t forum ih itcd OEst itty n ccr iC ppDU l 1 )
ar is avaizoin
4. Dederriber 0, 2082 5. Perpp
MEW of Oarattiltiefq :Toe fralt' limply company wilt txsod ro
6. Upon qua-lifL at u- # 171.vz•ids.
Old at #c*a ad b‘olliOns is ilorh . (Sdsc swims 6 i1(Se E, 60.02, fad f 17. i SS. Y.S`.
7. 506 Celibrlation sVrtup; Cal,mixadarr, F3orida 341 7
(Smn address. ofprim a - .c�
g . if tusked Ciahiiity corlignay it 4. miser-maruugai caTopsay, cisnt:Ic brre 0
9. The name sad usual bares addressers of Site manages members nor managers ate as follows;
Flagstone ?moony Grim?, 1-14
SOS cetionnaandn P{.a, Cetatsrath. twitWar#7
Attertiltsft° sasownex el4raletar
iSF. A 41-1 i:i.a . /Prgeft7v J^ ki, ✓ b -."--. c( W.
.jurinfaie ,p dribs ‘A1 i8 et a i i er. ' iacp.ofn a
11. Nnaxe of business cc-mu/tom to be coodssoisti cx nosiohrtl is Irlotida: tit as451e► cie-t4s,p nt 6414
lr€ srrtr lewfstl Mztldr ic, +os et &wlty for WftkJ+ Lrnittd Ger6ilrXjFoorr, trlfss t y be formed under the F.S.
S9 of s rrentbor or on zopriatta1ivs of a mcr»btr_
CA V LP:ailnM4IMF.a.,ffi#r =Mt elf trirrior taADrrud
OO .j.• MO& roe nnunItipr PreeNer 07,1 the 000 faint berates stet .)
J C. Kul
Typed. or printed rime of sigma
U02000738621
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CERTIFICATE OF rtEStGNATtQN O
REGISTERED ACENTMECXSTplart carricE
rNhNT TO TUE PROVISIONS S OF SECTION 608.415 or 8.507, FLORJIr+. 5TATInES=
me uNDERmeNtip =TEO LIABILITY COMPANY SUBMITS ME PO� INOENT TI
S'ThTEJ NT TO PESIONATE A ITT OFFICE � =IST�
STATE OF FLORIDA
I. The t he of the Limited Comp1Y is:
Pistotano M'latni HOid , V C
_._ ehc Icsida street address of the registered swot sndoffice are:
NMI Beevieas,in�
. Pe AtYWf+l* rx :)
Seri& des talus (P 0, tkyx
T#s
Ru ed ur apt srrviat of proem# far the abc u Salta d i rtiitsd
n� nomad ra t in tiorr, er , T'c 'canto., rrrx t the app°tstmr.nt as
regiiiter1l�bf y tke p d t� to comply with the pravisi n of all
to o% itt Wit?`- T further agree
API€tu �ra Me privet a?d emoting pArionna= of my dull; and Jamf resit and
aassept use oggotions ofm'P as rxgirnr't:d asot,t prav%faifor in azipter i 8
tiftisd
k„teifq C16 inIt4Alof
,r ► .arg WW1 Moo
1 � {841114214 t
$ Certificated Oarof ( t1W1 )
gO7A00238621
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Delaware
The First State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "FLAGSTONE ISLAND GARDENS, LLC" IS
DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE TWENTY-SIXTH DAY OF MARCH, A.D.
2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "FLAGSTONE
ISLAND GARDENS, LLC" WAS FORMED ON THE NINTH DAY OF DECEMBER,
A.D. 2002.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE.
3599442 8300
040223667
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3014870
DATE: 03-26-04
BPparttnPnt if 'Xitr
1 certify from the records of this office that FLAGSTONE PROPERTY GROUP,
LLC is a Delaware limited liability company authorized to transact business in the
State of Florida, qualified on December 17, 2002.
The document number of this limited liability company is M02000003383.
1 further certify that said limited liability company has paid all fees due this office
through December 31, 2003, that its most recent annual report was filed on
October 24, 2003, and its status is active.
I further certify that said limited liability company has not filed a Certificate of
Withdrawal.
CR2E022 (2-03)
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-sixth day of March, 2004
•
0t:512nba cob
A rrE€arU of tztr
Ahv011irt
APPLicAvori By FOREIGN LIMITED tfA JUTY COMPANY FOR AUTHORIZATION TO
W =MAX RrXXX 601.5a Platai S7rl7t/1E3 7 isSim 7r3 MOIR.4
1. Aagstnrle Prope ty- Gro,, LLC
Ntb7la a ims gtl L uttd lia�ty cpt,rr)
2_ Ceialvem3*
sa at:au: t (eS,rii c3 ( FEY sureb4, if •i'P lz)
4. Oecmibsr9 2002 3. pedal,
6. Upon gtsali tieatlac in PlorLds.e
(ThiriI sx{: Y`earil itat 1� tcp Remy win fcsar lG
i m orx a
fruate era annarAcunfigsbneep;bilitridt. (Soo arnsio114 660tSQ1, .$ 2 and 311_155; i S?
Sal Cetahrtehm Akerettlik, C'.trtabtttifort. Boatre 34747
-Caron adiaafp pcd office)
S. If limited, liability cucivicay $ tilax tuaiaxri corn' ny, check ha
tl. ' ut ami t aisrr sa Wanes of the mariaging m nbor or matragems are at follows:
Menet Baynsisar
une Cefebragort A anU0. Cefettrvalai, FiQttda 34747
l0 iiimardissaatt nCocifelprtrf, t %tl qQ 4 aYeuttaiappa'ttcafficii baviascurvdroficazdvir
t GmWrdWA.kig icitacogitirtagxepthla IThacafiltart ilia fixist keigaselc
pelkeencettceertifizreigestzattattrIka l rtxmf hmici4)
X. Leg attra4ss az Pimps= to be, conAuct:NI of yoorputed Real estate deververieti sod
toy WO' le , vil th if . kad OgErtiky estriparket etay be ftwcrxtt$ Larder eta t'.B.
St# afar or Jut wohorinsi ire of a tt�lician,
tt *Wawa=A i 40$(1), F.Sn dig eitscialeA of l * flinnow tomarars
eA under tot pen/4 to(perjury tf:t 31t0 tick /Weiburin Arc wool
Jahn C. ffut
Typed ur pricited mom of siguee
H02000238623
•
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•
i—scit,TIFICATE OF DESIGNATION OF
gEMSITERED AGENT/REGISTERED O r`ICE
FIPASuAwr TO
THE UNDERSIGN
STATEMENT TO
sTAT OF JWEIp
FROMM OF SECTION 60&415 m608.507, FLORIDA sTATIITES,
MOD CO YA J? SUBMITS TILE JOLLOWJNG
ATE A RB}1fTEREa OFFICE FCE AND 1 E S7IRED A SENT IN THE
1. ' 'ho name of film Licoitod Lidaity Com} kny
J ptcp p, LLC
2. Tho norm and the
htPAIJSanikat, Inc.
sutra of the registtrA, and aft= max:
Pin AMU/
Piga& st rat sdrtrOW- 00X cm)
Tate
ins
--
Ems)
ffa'{' # a wed erg nt 04 tts erroept xer-Kirae ofpwargs yr rhos crlrve sxe Ei Pinata
{irbiliry c np y at p% dm:rata 6s Art egrgitrzm Mon* wave 054 apporntrmext
IV* dg8ffitaitd # "Aft of:parity. if rrher•gime r rors ywhit dre Frovlsitna ofaU
. termsth , .. arrdionvgdepahrmtrtrcetot arydrltdds, writ I emfimr rlt card
tweett the ogrir °= rtv pahrorr DI nepterattagentripruviel dfdw fIt Chaps r OVA AS:
Or
'' s '*) .fir' e aolute 'it Fgo for App fain
25410 DcsivotiQn ofIAgent
s HMO CertitiM Cupy49~
$ S.Oo.. Crrtt t, detstut f ypialai}
0200023S623
•
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•
Delaware
The First State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "FLAGSTONE ISLAND GARDENS, LLC" IS
DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE TWENTY-SIXTH DAY OF MARCH, A.D.
2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "FLAGSTONE
ISLAND GARDENS, LLC" WAS FORMED ON THE NINTH DAY OF DECEMBER,
A.D. 2002.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE.
3599442 8300
040223667
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3014870
DATE: 03-26-04
•
•
PAGE 1.
The 5 irst State
x. DIET SMITH WINDSOR, SECRETARY 07 STATE OF THE SPATE OP
DELAWARE, DO HEREBY CERTIFY T E ATTA i EA IS A =DE AND COACT
COPY OF THE c tTIPxcATE or AUMNf NT OF °FLAtGSTONE PROPERTIES,
LLC°, CHANGING ITS NAME FROM "FLAGSTONE PROPERTIES, LLC" TO
°FLAGSTC iE PROPERTY Gam, LLC°, FILED IN THIS OFFICE ON THE
ELEVENTH DAY DR DECEMBER, A.D. 2002, AT 9 O'CLOCK A.M.
3599444 6100
020760640
H3nlQi &nkt: II1�3p1^i SFCT Et2ry of ��tg
AVITENTICATION. 2138964
DATE. 1-11--fi9
•
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•
Delaware
The First State
PAGE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "FLAGSTONE ISLAND GARDENS, LLC" IS
DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE TWENTY-SIXTH DAY OF MARCH, A.D.
2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "FLAGSTONE
ISLAND GARDENS, LLC" WAS FORMED ON THE NINTH DAY OF DECEMBER,
A.D. 2002.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE.
3599442 8300
040223667
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3014870
DATE: 03-26-04
•
•
C ERT ICA
srArs yr
G RRrAzzr OF sraza
FrZED 69. pp Alf Wzi/zaax
02,2760
OmarsTiNtair TO CERTIFICATE OF FORMATION rsa C - 359s4 aA
OF
FL A STONBPROk neso fix
Mntoptnizeiml Grist* Oar uni: g Properties, LC; r crIIc,d the "ccr, lly): $ ifrztisad IitbiRi#y
SUM of j d acuity:
by adze Li�tscii�i6fiftj+ Carr,�paty ol'tk G
I. The riAroo of the limited Uebihtycarapsuy Fi ?rppv ties, ZLC.
T2. The c r icnte *front/Am edit t ry is hey amnia bYlfizikillig out Article
azuai"and by substintdtgin Ilea oracle! Ankle following tow,+Arti&Je:
"F.ST The Herne ofthc limitai tiefri co ipfiay 1s g ,avac FA/petty GroUp,
EnCilltliaetEirIttdayof Deperitine,202.
Dingo /Amu* G nzlird L
�r isfuov 146- !
re