The URL can be used to link to this page

Home My WebLink AboutI.H. State of Florida DocumentsState of Florida Department of State I certify from the records of this office that CABI SMA, LLLP is a limited partnership organized under the laws of the State of Florida, filed on November 18, 2005. The document number of this limited partnership is A05000002096. I further certify that said limited partnership has paid all fees due this office through December 31, 2007, and its status is active. Given under my hand and the Great Seal of Florida, at Tallahassee, the Capital, this the Eleventh day of June, 2007 Secreta ofState State Authentication ID: 400104227294-061107-A05000002096 To authenticate this certificate,visit the following site, enter this ID, and then follow the instructions displayed. www.sunbiz.org/auth.html To: '+1 (850) 205.0383' Subject • From: Patricia Tadlock Friday, November 18, 2005 3:53 PM Page: 2 of 5 H05000268594 3 CERTIFICATE OF LIMITED PARTNERSHIP OF CABI SMA, LLLP The undersigned, desiring to form a limited partnership (the "Limited Partnership") in accordance with the provisions of the Florida Revised Uniform Limited Partnership Act of 1986, as amended, hereby states as follows: 1. The name of the Limited Partnership is: CABI SMA, LLLP 2. The address of the office where the required records of the Limited Partnership will be kept is: 19950 W. Country Club Drive Suite 900 Aventura, Florida 33I80 3. The name and address of the agent for service of process required to be maintained by Section 620.105, Florida Statutes, as amended, is: Mario Sariol 19950 West Country Club Drive Suite 900 Aventura, Florida 33180 4. The name and business address of the general partner of the Limited Partnership is: \\O -a CABI GP SMA, LLC ' 19950 W. Country Club Drive Suite 900 Aventura, Florida 33180 r- 5. The mailing address for the Limited Partnership is; 19950 W. Country Club Drive Suite 900 Aventura, Florida 33180 6. The latest date upon which the Limited Partnership is to dissolve is December 31, 2055. I-I05000268594 3ov To. '+1 (850) 205.0383' From: Patricia Tadlock Friday, November 18, 2005 3:53 PM Page: 3 of 5 Subject: • H05000268594 3 The execution of this Certificate of Limited Partnership by the undersigned general partner constitutes an affirmation that the facts stated herein are true. IN WITNESS WHEREOF. this Certificate of' Limited Partnership been executed by the genera! partner of the Limited Partnership as of the,,_day of September, 2005. GENERAL PARTNER: CABI GP SMA, LLC a Florida limited liability company By: Name: J Title: 101041.0 •'.be Caba, 1., _t This page is an integral part of the Certificate of Limited Partnership of Cabi SMA, LLLP. 2 • a H050002602( To. '+1 (850) 205.0383' Subject From: Patricia Tadlock Friday, November 18, 2005 3:53 PM Page: 4 of 5 H05000268594 3 ACCEPTANCE OF APPOINTMENT AS REGISTERED AGENT The undersigned, having been designated as registered agent for CABI SMA, LLLP, a Florida limited partnership (the "Limited Partnership"), in the foregoing Certificate of Limited Partnership of the Limited Partnership, hereby agrees that he will accept service of process for and on behalf of the Limited Partnership and that he will comply with any and all Iaws, including, without limitation, Section 620.192, Florida Statutes, as amended, relating to the complete and proper performance of the duties and obligations of a registered agent of a Florida limited partnership. Dated: September;�2005. 3 •J H05000268594 3 To.'+1 (850) 205.0383' Subject • From: Patricia Tadlock Friday, November 18, 2005 3:53 PM Page: 5 of 5 H05000268594 3 AFFIDAVIT OF CAPITAL CONTRIBUTIONS FOR FLORIDA LIMITED PARTNERSHIP The undersigned constituting the general partner of CABI SMri, LLLP. a Florida limited partnership, certtfies: The amount of capital contributions to date of the limited partners is $3,389,425.00. The total amount contributed and anticipated to be contributed by the limited partners at this time totals $3,389,425.00. FURTHER AFFIANT SAYETH NOT. Under the penalties of perjury ,f (We,) declare that I (we) have read the foregoing and Maw the contents thereof and that the facts stated herein are true and correct. 14L4-F91U738595411151701 011400 GENERAL PARTNER: CABI OP SMA, LLC a Florida limited liability company 4 iel H050002685g4 ;a • • To: FL Dept of State From: Katie Wonsch Subject 000150.44685.5 ARTICLES OF MERGER Wednesday. November 23, 2 1 iA AM Page: 2 of 7 . H05000271 4.3 1..3 (" -moo c? vs The fb►lowing articles of merger are being submitted in accordance with sections) 607.1109, 608.4382, and/or 620.203, Florida Statutes. FIRST: The exact name, street address of its principal office, Jurisdiction, and entity type for each ptertiag party are as follows: Name and Street Address ,Jurisdiction Cabl SMA, LLC Florida 19950 W. Country Club Drive Suite 900 Avantura,FL 33180 Florida Document/Registration Number, L04000072856 2, N/A bntiri Tvoe LLC FET Number. 20'1736520 Florida Document/Registration Number. FEE Number, 3.N/A Florida Document/Registration Number FET Number: + 4 NIA Florida Document/Registration Number: FEI Number. (duach additional sheet(s) jf necessary) CB 8Dt9Ioa) H05000271359 3 To: FL Dept. of State Subject 000150.44885.5 From: Katie Wonsch Wednesday. November 23, 230510:4B AM Page: 3 of T ` H05.,00•0 7 5s� lrc SECOND; The exact name. street address of its principal office, jurisdiction, and entity type ofthe sr r c1 Q party are as foItows: ��y� • 0 i Name and Street Address Jurisdiction Entity Type ��y Cabt SMA, LLLP Florida LLLP 19950 W. Country Club Drive Suite 900 Aventura, FL 33180 Florida Document/Registration Number. A05000002096 FEI Number: N/A THIRD: The attached Plan of Merger meets the require.-nents of section(s): 607.1108, 608.438, 617.1103. and/or 620.201, Florida Statutes, and was approved by each domestic corporation, limited liability company. partnership and/or limited partnership that is a party to the merger in accordance with Chapter(s) 607, 617, 608, and/or 620. Florida Statutes. ,FOURTH: If applicable, the attached Plan of Merger was approved by the other business entiry(ics) that is/are party(ies) to the merger in accordance with the respective laws of all applicable jurisdictions. FIFTH: If not incorporated, organized, or otherwise formed under the laws of the state of Florida, the surviving entity hereby appoints the Florida Secretary of State as its agent for substitute service of process pursuant to Chapter 48, Florida Statutes, in any proceeding to enforce any obligation or rights of any dissenting shareholders, partners, and/or members of each domestic corporation, partnership, limited partnership and/or limited liability company that is a party to the merger. SIXTH: If not incorporated, organized, or otherwise formed under the laws of the state of Florida, the surviving entity agrees to pay the dissenting shareholders, partners. and/or members of each domestic corporation. partnership, limited partnership and/or limited liability company that is a party to the merger the amount, if any, to which they are entitled under section(s) 607.1302, 620.205, and/or 608.4384, Florida Statutes. ,SEVENTH: If applicable, the surviving entity has obtained the written consent of each shareholder, member or person that as a result of the merger is now a general partner of the surviving entity pursuant tb sections) 607.1108(5). 608.4381(2), and/or 620.202(2), Florida Statutes. EIGHTH: The merger is permitted under the respective laws of all applicable jurisdictions and Is not prohibited by the agreement of any partnership or limited partnership or the regulations or articles of organization of any limited liability company that is a party to the merger. F10500027I359 3 To: FL Dept. of State From: Katie Wonsch Wednesday. November 23, 2005 10:46AM Page: 4 of 7 Subject 000150.44685.5 1105000271359 3 rc. 3 i T NINTH: The merger shall become effective as of: 10 The date the Articles of Merger arc filed with Florida Department of State ' ' 0 •- (Enter specific data NOTE: Date cannot be prior to the date of filing.) �, TENTH: The Articles of Merger comply and were executed in accordance with the laws of each party's applicable jurisdiction. $I;,EYENTH; SjGNAT MMS' FOR EACH PARTY: fNete: Please see hrstructions for required signatures l Name of Entity 3,anatuncfsl Tvoed or Printed Name of lt+djyisygl Ceti SMA, LLC Jacobo Cababla Danlal, Manager Cabl SMA, LLLP C •! Jacebo Cababfe Dante), Manager of Cab) GP SMA, LLG, its aetleralpailner (Attach addhlonal shect(s) If necessary) H05000271359 3 7o: FL Dept of State From: Katie Wonsch Wednesday, November 23, 2005 10:46 AM Page: 5 of 7 Subject 000150.44885.5 SECOND: The exact name and jurisdiction of the;utvivirna party are as follows: 1n11na Jurisdiction Cabi SMA, LLLP Florida H05000271359 3 PLAN OF MERGER The following plan of merger, which was adopted and approved by each party to the merger in accordance with section(s) 607.1107, 617.1103, 608_4381, and/or 620.202,, is being submitted in accordance with sections) 607.1108, 608.438, and/or 620.201, Florida Statutes. FIRST; The exact nacre and jurisdiction of each Bernina party are as follows: sme jurisdiction Cab/ SMA, LLC Florida fl Q ter... Go cs in ro ra Q a o THIRD; The terms and conditions of the merger are as follows: Prior to the merger. Cabl Holdings, Inc., owned 100% of the membership interests in the merging parry and a 99.9% interest es a limited partner in the surviving party. Prior to the merger, Cabl SMA GP. LLC, which is 100% owned by Cabi Holdings. Inc.. owned a .1% interest as the solo general partner of the surviving party. As a result of the merger, tin of the outstanding Interests In the merging pony shall be canceled. and the holders of the membership interests In the surviving party shall continue to hold the same membership interests and alT other distribution and economic rights therein. (Attach additional sheet(s) (fnece:sary) H05000271359 3 To: FL Dept. of State From: Katie Wonsch Wednesday, November 23, 2005 10:48 AM Page: 8 of 7 Subject: 000150.44685.5 1105000271359 3 0 G s ir—. T voml;T>ltt - y „ 0Cn4 A. The manner and basis of converting the interests, shares, obligations or other securities of each merg into the interests, shares, obligations or other securities of the survivor, in whole or in part, into cash orgilW, 0 property are as follows: 'n �3 As a result of the merger, ail of the outstanding interests In rho merging party shall be canceled, and the holders o ,j �..A the membership interests In the surviving party shall continue to hold the same membership Interests and all other 1A� Q distribution end economic rights therein. .� y B. The manner and basis of converting rights to acqutrtz Interests. shares, obligations or other securities of each merged party into fiehts to acquire interests, shares, obligations or other securities of the surviving entity, in wi►ole or in part, into cash or other property are as follows: Described in Article Third above. (dttach additional sheet(s) fff necessary) F17114 Ifa partnership or limited partnership general partner(s) are as fbfows: j'iamefs)and Addresses) of General Parmerfsl Cabt GP SMA, LLC 19950 W. Country Club Drive Suite 900 Aventura. Florida 33180 is the surviving entity, the name(s) and addresses) of the If General Partner is a Non -individual, Florida Document/Retristration Number Los000iio'wc H05000271359 3 7o. FL Dept. of State Subject 000150.44885.5 • From: Katie Wonsch Wednesday, November 23, 200510:46 AM Page: 7 of 7 H05000271359 3 §FXTIJ: If limited liability company Is the surviving entity the name(s) and address(es) of the manager(s)managing members ere as follows: NIA pzvgprkm An statements that are required by the laws oftbe jurisdlciton(s) under which each Non -Florida business entity that is a party to the merger is formed. organized, or incorporated are es follows: N/A 101:rfUI Other provisions. if any, relating to the merger: N/A (Attach additional sheers) if necessary) Tr N in - cc% TIP -rt‘•-••• O p0 ..3 v. H05000271359 3 • Comptroller of the Currency Administrator of National Banks Washington, D.C. 20219 CERTIFICATE OF CORPORATE EXISTENCE I, John.C. Dugan, Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "City National Bank of Florida," Miami, Florida, (Charter No. 15977) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this July 2, 2007. Comptroller of the Currency