Case 2:17-cv-00513-JRG Document 36-12 Filed 11/14/17 Page 1 of 5 PageID #: 466
`Case 2:17-cv—00513-JRG Document 36-12 Filed 11/14/17 Page 1 of 5 PageID #: 466
`
`E X H IB IT 5
`EXHIBIT 5
`
`

`

`Case 2:17-cv-00513-JRG Document 36-12 Filed 11/14/17 Page 2 of 5 PageID #: 467
`Case 2:17-cv-00513-JRG Document 36-12 Filed 11/14/17 Page 2 of 5 PageID #: 467
`
`Form 205
`
`(Revised 05/11)
`
`Submit in duplicate to:
`Secretary of State
`PO. Box 13697
`
`
`
`
`
`
`
`
`This space reserved for office use.
`
`
`
`F I L E D
`In the Office of the
`Secretary of State of taxes
`JUN U 1 2017
`
`. Corporations Section
`
`Certificate of Formation
`
`Limited Liability Company
`
`Austin, TX 78711-3697
`512 463-5555
`FAX: 512 463-5709
`
`Filin Fee: $300
`
`
`
`
`
`
`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 must contain the words "limited liability company.“ “limited company,” or an abbreviation of one ofthese phrases.
`
`Article 2 — Registered Agent and Registered Office
`(See instructions. Select and complete either A or B and complete C.)
`
`A. The initial registered agent is an organization (cannot be entity named above) by the name of:
`
`Corporation Service Company
`OR
`
`[:1 B. The initial registered agent is an individual resident of the state whose name is set forth below:
`
`Ffirst Name
`
`MI.
`
`Last Name
`
`Sufiix
`
`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
`State
`
`78701—3218
`Zip Code
`
`Article 3—Governing Authority
`(Select and complete either A or B and provide the name and address ofeach governing person.)
`
`1:] A. The limited liability company will have managers. The name and address ofeach initial
`manager are set forth below.
`
`B. The limited liability company will-not 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]
`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 Name
`A D DRESS
`
`192 Lighthouse Dr.
`Sheer or Mailin Address
`
`.
`
`.
`
`.
`
`Last Name
`
`Jupiter
`Ci
`
`FL
`State‘
`
`USA. ,_ 33469
`.Com'trr' L Zf
`.
`.
`.t.
`'lvu.’
`.ai:;.
`
`"
`
`Form 205
`
`'
`
`4
`
`

`

`Case 2:17-cv-00513-JRG Document 36-12 Filed 11/14/17 Page 3 of 5 PageID #: 468
`Case 2:17-cv-00513-JRG Document 36-12 Filed 11/14/17 Page 3 of 5 PagelD #: 468
`
`GOVERNING PERSON 2
`NAME (Enter the name ofeilher an individual or an organization. but not both.)
`IF INDIVIDUAL
`
`First Name
`OR
`IF ORGANIZATION
`
`Organization Name
`
`ADDRESS Street or Matltth Address
`ADDRE SS
`
`-
`I
`GOVERNING PERSON 3
`NAME (Enter the name of either an individual or an organization, but not both‘)
`IF INDIVIDUAL
`
`.
`
`Ci
`
`1
`
`State
`
`Count
`
`Zr" Code
`
`I
`
`First Name
`OR
`IF ORGANIZATION
`
`Organization Name
`
`Street or Mailim Address
`
`Ci
`
`State
`
`Coma:
`
`21‘ Code
`
`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. ifan , is inco normed herein b reference.
`
`Supplemental Provisions/Information
`
`
`
`Form 205
`
`5
`
`

`

`Case 2:17-cv-00513-JRG Document 36-12 Filed 11/14/17 Page 4 of 5 PageID #: 469
`Case 2:17-cv-00513-JRG Document 36-12 Filed 11/14/17 Page 4 of 5 PageID #: 469
`
`The name and address of the organizer:
`
`Organizer
`
`
`Thomas C. Meriam
`Name
`
`620 Eighth Ave,, Floor 24
`Street or Mailing Address
`
`New York
`City
`
`NY 10018
`State
`Zip Code
`
`Effectiveness of Filing (Select either A, B, or C.)
`
`A.
`
`This document becomes effective when the document is filed by the secretary of state.
`
`B. E] 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 is:
`
`C. E] This document takes effect upon the occurrence of the future event or fact, other than the
`passage oftime. The 90111 day after the date of signing is:
`
`The followin event or fact will cause the document to take effect in the manner described below:
`
`
`
`Execution
`
`registered agent has consented to the
`the person designated as
`The undersigned affirms that
`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 penalty 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
`
`5
`
`

`

`Case 2:17-cv-00513-JRG Document 36-12 Filed 11/14/17 Page 5 of 5 PageID #: 470
`Case 2:17-cv-00513-JRG Document 36-12 Filed 11/14/17 Page 5 of 5 PageID #: 470
`
`
`
`Form 401-A
`
`
`
`Acceptance of Appointment
`and
`
`Consent to Serve as Registered Agent
`§5.201(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 acknowledge, accept and consent to my designation or appointment as registered agent in Texas for
`
`.
`Name ofrepresented entity
`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.
`
`Signature afrcgistered agent
`
`Primed name qfregistered agent
`
`Date (mm/dcfijggy)
` I am authorized to act on behalf of Corporation Service Company dfb/a CSC-Lawycrs Incorporating Service Compa )1
`
`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 Serve as Registered Agent
`
`Name oforganization designated as registered agent
`The organization is registered or otherwise authorized to do business in Texas. The organization
`acknowledges, accepts and consents to its appointment or designation as registered agent in Texas for:
`AGIS SOFTWARE DEVELOPMENT LLC
`
`Name ofrepresented entity
`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 3 ese ed entity and submit a statement of resignation to the Secretary
`of State if the oranization r
`'
`
`Brian Courtney,
`Asst. Vice President
`
`Printed name‘afautttorizedpeman
`-d to act on better”oforganization
`.ny dfb/a CSC-Lawyers Incorporating Scrvrce Company
`
`6/01 [201 7
`
`Date (thitt/dtféflgg’)
`
`Form 401-A
`
`3
`
`