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` Exhibit 1
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`Case 5:21-cv-03677-BLF Document 34-2 Filed 09/20/21 Page 2 of 7
`
`Corporations Section
`P.O.Box 13697
`Austin, Texas 78711-3697
`
`Rolando B. Pablos
`Secretary of State
`
`June 02, 2017
`
`Corporation Service Company
`211 E. 7th Street, Suite 620
`Austin, TX 78701 USA
`
`RE: AGIS Software Development LLC
`File Number: 802736151
`
`It has been our pleasure to file the certificate of formation and issue the enclosed certificate of filing
`evidencing the existence of the newly created domestic limited liability company (llc).
`
`Unless exempted, the entity formed is subject to state tax laws, including franchise tax laws. Shortly,
`the Comptroller of Public Accounts will be contacting the entity at its registered office for infonnation
`!hat will assist the Comptroller in setting up the franchise tax account for the entity. Information about
`franchise tax, and contact information for the Comptroller's office, is available on their web site at
`http:/ /window. state. tx. us/taxinfo/franchise/index.html.
`
`The entity fom1ed does not file annual reports with the Secretary of State. Documents will be filed
`with the Secretary of State if the entity needs to amend one of the provisions in its certificate of
`formation.
`It is important for the entity to continuously maintain a registered agent and office in
`Texas. Failure to maintain an agent or office or file a change to the information in Texas may result in
`the involuntary termination of the entity.
`
`If we can be of further service at any time, please let us know.
`
`Sincerely,
`
`Corporations Section
`Business & Public Filings Division
`(512) 463-5555
`
`Enclosure
`
`Phone: (512) 463-5555
`Prepared by: Melissa Kerr
`
`Come visit us on the internet at http://www.sos.state.tx.us/
`Fax: (512) 463-5709
`Tm: 10285
`
`Dial: 7-1-1 for Relay Services
`Document: 741796650002
`
`
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`Case 5:21-cv-03677-BLF Document 34-2 Filed 09/20/21 Page 3 of 7
`
`Corporations Section
`P.O.Box 13697
`Austin, Texas 78711-3697
`
`(�
`r
`
`Rolando B. Pablos
`Secretary of State
`
`Office of the Secretary of State
`
`CERTIFICATE OF FILING
`
`OF
`
`AGIS Software Development LLC
`File Number: 802736151
`
`The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the
`above named Domestic Limited Liability Company (LLC) has been received in this office and has been
`found to conform to the applicable provisi ons of law.
`
`ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
`secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
`
`The issuance of this certificate does not authorize the use of a name in this state in violation of the rights
`of another tmder the federal Trademark Act of l 946, the Texas trademark law, the Assumed Business or
`Professional Name Act, or the common law.
`
`Dated: 06/01/2017
`
`Effective: 06/01/2017
`
`Rolando B. Pablos
`Secretary of State
`
`Phone: (512) 463-5555
`Prepared by: Melissa Kerr
`
`Come visit us on the internet athttp://www.sos.state.tx.us/
`Fax: (512) 463-5709
`TID: 10306
`
`Dial: 7-l-l for Relay Services
`Document: 741796650002
`
`
`
`Case 5:21-cv-03677-BLF Document 34-2 Filed 09/20/21 Page 4 of 7
`
`Form 205
`(Revised 05/1 l)
`
`Submit in duplicate to:
`Secretary of State
`P.O. Box 13697
`Austin, TX 78711-3697
`512 463-5555
`FAX: 512 463-5709
`Filin Fee: $300
`
`This space reserved for office use.
`
`Certificate of Formation
`Limited Liability Company
`
`FILED
`In the Office of the
`SecrattJry of Sfate ()f Texas
`
`JUN O 1 2017
`
`Corporations Section
`
`Article 1 - Entity Name and Type
`
`The filing entity being formed is a limited liability company. The name of the entity is:
`
`AGIS Software Development LLC
`The name rnust contain the words "limited liability company," "limited cornpiuiy," or an abbreviation of one of these phrases.
`
`Article 2 - Registered Agent and Registered Office
`(Sec instructions. Select and complete either A or B and complete C.)
`0 A. The initial registered agent is an organization (cannot be entity named above) by the name of:
`Cotporation Service Company
`
`OR
`
`0 B. 'l11e initial registered agent is an individual resident of the state whose name is set forth below:
`
`First Name
`
`M.J.
`
`Last Name
`
`Su.fl7x
`
`C. The business address of the registered agent and the registered office address is:
`
`211 E. 7th Street, Suite 620
`Street Address
`
`Austin
`City
`
`TX
`Stale
`
`78701-3218
`Zip Code
`
`Article 3-Governing Authority
`(Select and complete either A or B and provide the name and address of each governing person,)
`
`0 A. The limited liability company will have managers. The name and address of each initial
`manager are set forth below.
`12] B. The limited liability company wiHnot have managers. The company will be governed by its
`members, and the name and address of each initial member are set forth below.
`
`GOVERNING PERSON l
`NAME (Enter the name of either an individual or an organization, but not both.}
`IF INDIVIDUAL
`
`First Name
`
`OR
`IF ORGANIZATION
`
`AGIS Holdings Inc.
`Organization Mime
`
`ADDRESS
`192 Lighthouse Dr.
`Street or Mailinf! Address
`
`Fonn 205
`
`M.1.
`
`LastNcime
`
`Suffix
`
`Jupiter
`City
`
`4
`
`USA
`33469
`FL
`State Countrv Zip Code
`
`
`
`Case 5:21-cv-03677-BLF Document 34-2 Filed 09/20/21 Page 5 of 7
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`GOVERNING PERSON 2
`NAME (Emer the name of either an individual or an organiz.ati<m, but not both,)
`fF INDIVIDUAL
`
`Firs/ Name
`
`OR
`IF ORGANIZATION
`
`Organization Name
`ADDRESS
`
`MJ.
`
`Last Name
`
`S1if.flx
`
`Street or Mallin,; Address
`
`Citv
`
`State
`
`Counll'.1' Zin Code
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`GOVERNING PERSON 3
`NAME (Enter the name of either an individual or Rn '1rgRni·wtion, but not both.)
`IF INDIVIDUAL
`
`Firs/ Name
`
`OR
`IF ORGANIZATION
`
`Organization Nmne
`ADIHlESS
`
`M.f.
`
`Last Name
`
`S11ffix
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`Street o,· Mai/inf! Address
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`City
`
`State Coun/rv Zin Code
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`Article 4 - Purpose
`
`The purpose for which the company is formed is for the transaction of any and all lawful purposes for
`which a limited liability company may be organized under the Texas Business Organizations Code.
`
`Text Area: [The attached addendum, if any, is incorporated herein bv reference.]
`
`Supplemental Provisions/Information
`
`Form205
`
`5
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`
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`Case 5:21-cv-03677-BLF Document 34-2 Filed 09/20/21 Page 6 of 7
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`Organizer
`
`The name and address of the organizer:
`
`Thomas C. Meriam
`Name
`
`620 Eighth Ave,, Floor 24
`Street or Mailing Address
`
`New York
`City
`
`NY
`State
`
`10018
`Zip Code
`
`Effectiveness of li'i!ing (Select either A, B, or C.)
`
`A. 0 This document becomes effective when the document is filed by the secretary of state.
`B. D This document becomes effective at a later date, which is not more than ninety (90) days from
`the date of signing. The delayed effective date ls:
`C. D This document takes effect upon the occurrence of the future event or fact, other than the
`passage of time. The 90th day after the date of signing is:
`The following event or fact will cause the document to take effect in the manner described below:
`
`Execution
`
`The undersigned affirms that the person designated as registered agent has consented to the
`appointment. The undersigned signs this document subject to the penalties imposed by law for the
`submission of a materially false or fraudulent instrument and certifies under penalt'y of perjury that the
`undersigned is authorized to execute the filing instrument.
`
`Date:
`
`June 1, 2017
`
`Signature of organizer
`
`Thomas C. Meriam
`Printed or typed name of organizer
`
`Form 205
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`6
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`Case 5:21-cv-03677-BLF Document 34-2 Filed 09/20/21 Page 7 of 7
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`l?orm 401-A
`(Revised 12/09)
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`Acceptance of Appoi.ntment
`and
`Consent to Serve as Registered Agent
`§5.20l(b) Business Organizations Code
`
`The following form may be used when the person designated as registered agent in a registered agent
`filing is an individual.
`Acceptance of Appointment and Consent to Serve as Registered Agent
`I aclmowledge, accept and consent to my designation or appointment as registered agent in Texas for
`I am a resident of the state and understand that it will be my responsibility to receive any process,
`notice, or demand that is served on me as the registered agent of the represented entity; to forward
`such to the represented entity; and to immediately notify the represented entity and submit a statement
`of resignation to the Secretary of State if I resign.
`
`Name of represented entity
`
`:x:
`
`Sig11ah1re of registered agent
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`Printed name ofregiste1·ed agent
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`Dale (,mn/ddlyyJy)
`
`Name of organization designated as registered agenr
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`AGIS SOFTWARE DEVELOPMENT LLC
`Name of represented entity
`
`The following form may be used when the person designated as registered agent in a registered agent
`filing is an organization.
`Acceptance of Appointment and Consent to S�xve as Registere<i_Agent
`I am authorized to act on behalf of Corporation Service Company d/b/a CSC-Lawyers lncoq,orating Service Compa1 y
`The organization is registered or otherwise au111orized to do business in Texas. The organization
`acknowledges, accepts and consents to its appointment or designation as registered agent in Texas for:
`The organization takes responsibility to receive any process, notice, or demand that is served on the
`organization as the registered agent of the represented entity; to forward such to the represented entity;
`and to immediately notify the r pr'.7se ed entity and submit a statement ofresignation to the Secretmy
`of State if the or anization r igns.
`Brian Courtney,
`,.,----
`Asst. Vice President
`x: B§
`/a CSC-Lawyers Incorporating Service Company
`
`Si
`Corp
`
`-
`
`_ _,,,,::;....______
`
`n beha/foforganiza/ion
`
`Printed name qf authorized pe,�011
`
`6/01/2017
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`fom1401-A
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`3
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