HomeMy WebLinkAboutContract 56489-R1 CSC No. 56489-R1
CSC No. 56489-Rl
CITE'OF FORT WORTH
CONTRACT RENEWAL NOTICE.
September 12,202
Founders Project RX Inc.
Attn:Nicky L.Otts,President
5109 Oak Lane
Arlington,TX 76017
Re; Contract Renewal Notice
Contract No. CSC Not 564g9-R1. (the"Contra f
Z.Renewal,Term No. L.November 1,2022.to October 31 2023
The above referenced Contract with the City of Fort Worth expires on October 31,'2022
(the"Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the.
City. This letter is to inform you that the City is exercising its right to renew the Contract;for an
additional one(1) year period,which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged, Please return this signed
acknowledgement letter, along with a copy of your current insurance certificate, to the
address set forth below,acknowledging receipt of the Contract Renewal Notice,. Failure to
provide a signed.acknowledgment does not affect the renewal,
Please log onto PeopleSoft chasing at 11l cxas. og_y/y=hasirtg to ensure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
Bren'a
Sr. Contract:Compliance SWgialist
B renbaaj Kc-,1 NLo1!Lg m.1 ov
Contmot`Renew l Page 1 of 3
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC No. 56489-RI
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
Y'J" ensuring all performance and reporting
By; Valerie,Washington(Sep 14,202216:35 CDT)
requirements.
Name:Valerie Washin ton
Title: Assistant City Manager
Date:
By: Mark Rauscher(Sep 13,2022 09:19 CDT)
APPROVAL RECOMMENDED: Name: Mark Rauscher
��/6i
By: J&fsDavis(Sep14,202215:16CDT) Title: Assistant Fire Director
Name: Jim Davis
Title: Fire Chief
APPROVED AS TO FORM AND
LEGALITY:
ATTEST:
By:
Tannef'tfe S. Go—odal
By: JannetteS.Goodall(Sep 15,202210:50CDT) Name: Taylor Paris
Name: Jannette Goodall. Title: Assistant City Attorney
Title: City Secretary
d CON TRACT AUTHORIZATION:
°�of° �O°p� N/Ao
°°4(o o�
000 ox
° °
o ° °
�EXPS.oOa
Contract Renewal Page 2 of 3
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC No. 56489-R1
Founders Proaect RX Inc.
— F
By: ��
Name: Nick-i L.n
Title: President
Contract Renewal Page 3 of
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC No.56489-CAl
CITY OF FORT WORTH
ASSIGNMENT
For value received, ReCept Pharmacy LP ("Assignor"), hereby assigns to Founders
Project RX Inc. ("Assignee"), all of its right, title and interest in and to any and all sums of
money now due or to become due from the City of Fort 'Forth to Assignor under PSK
14555ICSCO 56489 (the"Contracts")and Assignee agrees to assume and perform all duties and
obligations required by Assignor under the terms of the Contracts.
This Assignment constitutes the entire agreement between Assignor and Assignee with
respect to the subject matter hereof. No modification of any provision of this Assignment shall
be effective unless in writing and signed by Assignor and Assignee.This Assignment shall inure
to the benefit of and be binding upon Assignor and Assignee and their respective successors and
assigns. This Assignment shall be governed by the terms of the original Contracts between
Assignor and various other entities and the City of Fort Worth and the laws of the State of Texas,
without application of principles of conflicts of law.
This Assignment may be executed in one or more counterparts each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall
have the same legal effect as an original.
Dated the 25th day of 14nLL�2022.
ReCept Pharmacy LP
(Assignor)
By:
Print: Carmine DeNardo
Title: Chief Operating Officer
Founders Project RX Inc.
(Assignee)
By:
Print: Nicky Otts
`title: President
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
"rE
i;
i
t :l
NOTARY ACKNOWLEDGEMENT
On the 25th day of January 2022, personally appeared Carmine DeNardo, who
acknowledged to me that (s)he is the Chief Operating Officer of ReCept Pharmacy LP, and that 1
(s)he executed this document for the purposes and consideration contained herein.
.1
ReCept Pharmacy LP
B
Y:
Print: Carmine DeNardo
Title:
Chief Operating Officer
SUBSCRIBED TO before me on this 'J "da of , 2022. '
I
=9--Amw
Notary Pub is in and fort tat��
My commission Expires•
NOTARY ACKNOWLEDGEMENT
On the 25th day oftjangM 2022, personally appeared Nicky Otts, who acknowledged to
me that(s)he is the Chief Financial Officer of Founders Project RX Inc., and that (s)he executed 1
this document for the purposes and consideration contained herein.
Founders Project RX Inc.
f
By:
Print: Nicky Otts
Title: President
SUBSCRIBED TO before me on this day of 32022. '
f
—
S to o
Y yWSW Too ff;>,,.4 My commission Expires:
a?No 1S81,7470
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
-, Page 2 of 4
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of ReCept Pharmacy LP C"Assignor")
to Founds Project RX Inc. (Assignee"), of all its rights, title, and obligation owing and all
funds due or to become due to Assignor under PSK 145551CSCO 56489, as long as all terms
required of Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
'19 — Feb 7 2022
Reginald—Zeno(Feb 7,202213:01 CST) ,
Reginald Zeno,interim Assistant City Manager Date
Feb 7, 2022
Cynthia Garcia,Assist Director—FMS Date
go4-dn�n��
a FORT as
ATTESTED BY: cl—�
° °0�-+�
V °�
0 °
s °°
°° Feb 7 2022
°
Jannette S.Goodall(Fe 7,202216:16 CST) °Oo0°oo°°op
0 ,
Jannette Goodall, City Secretary T1 xo,!k . - Date
APPROVED AS TO FORM AND LEGALITY: �
John B. Strong,Assistant City Attorney
Contract Compliance Manager:
By signing I a6mowledge that I am the person responsible
far the monitoring and administration of this contract, including ensuring all performance and
reporting requirements.
-�-N- Feb 2, 2022
Mark Rauscher(Feb 2,202211:10 CST)
Employee Signature/Date
Assistant Fire Director
Title
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
.= page 3 of 4
I
i
i
Pagc 4 of 4
SM as
Flat— WOWRequest Lle5t for Taxpayer Give Form to the
011011, ,, Identification Number and Certification requester„00 not
Oww"iaiadsoUnaertr sued to the IRS.
R�saf s GO to vinlrW. �vvdForm"for instructions"Id the latest Information.
New s��a.....w.T,r.,..�.va+n ...cr.-x iw•rr r+x rm.53rnF+l.E a:t°+ra*rive,arx-n•+ux Wv+fl i`cu Nx1R 4nM1�lih
founder Rxi Inc.
16us►sasa nookeirdenagerdW entity rwne,a different front above
3 CAec1,.wpcpntta bee For tea}eirii tax clef seiC:atearr of the ptrlrrxn vrhOw harrie h entered On line t-C'heCk only one of 1" # Exemptions(codes
Mein boxes. 4vkk is, to
emrtioa.rrof 1nd+vldtrtLs;sae
6 C3 IrXV%�PrqyWew or ❑ C Ctxperalion ❑S CotPorabon r-n"rnb@rLLC tnstnidwis on I:�pe sy.
❑ r'aetrrersNp ❑Trustleetdrr
t rm:pl Dtrlae esJde(ii aimyy
u ❑ Utrrted kabiltty corrip" Enter the tar ciasaill,ak n(C*C gQrpereltan. Caporafian,f'.isannarship)■
Pflee Check fro approp,efe box in the lire above for the tax.CimmflGa M of the BVV&-mertrber ewner, lav not check [sr nplNm from FATCd fepwting
LLC N the LI-C,a d&M1%ed ae a sr-�mwnbeNr LLC that Is a$lsregerded from tree owner unfrrs the owner of the ILLC is
PPP another LLC that.b net deregrrded from Ito owner for U S federal tux perposi Otherwise.a simple-mornber LLC that cede(if any)
es drrreperdW from thw Owner snputQ cheek the appropriate box for the lax[IassNt n!Nc-n of its owner.
DOW(we rraarucuorwlii► Wr++n«srxrrrniirerrg«uasuaerusi
a A&Mn tr .suet,Oro apt.or surfs ne I See rnAlructfom #Tvriura[er'a nacre aril ad (w(wptW wo
l f,19 Oakl�Lar*Israt►
a Cry.sw-t&rocs 23P code
Ailir9kn TX 76017
7 Lai SO4MrIA nb.rnhMnV here teptrc;
lax yet.Identification NUMber{fIH
f*w yt x 1 N in the arpprn rIWO tsOx-The TIN provided must match the name given on tints 1 to avoid ScCinf Security number
t rpo�Far tndiv`itsuals,this is goriofaft yoUr social Minty number(SSi).However,for a -
f'A( ,aU'arr, per .6 Or d ed -
�fy.see the ihstrucbons for fart 1,later For other
fsrrisi`.e a ycfx ernOrilr+er rturxntter(Elf+fj,H you do not have a numtaof,son!-tore to,get t1
" tsTer
or
NOW If the moor ttt is n rra"than once name.see the Sr1stftiuCt)an3 far Iuse 1 AJso VVhaf Name and O"f identincation number
19lfarnbw lro Via acfOQLmrtsr(]Or QWd0hrM on whose number to enter.
6 6
Certification
1-The nsxnper sir~on the forrn is cry ctrrreCt taxpayer Identification number for I am waiting for a number to tsar iso<ued to me);and
P am rapt AXWO to blaCkUp WM*Qh1VV b6=Ze`(a)1 am exert from backup withholding,or(b)t leave not been notified by the tnlemal Revenue t>yid l errs so pup xi^ithhoPA ng as a result of a faiiure to report ali Intorevt or divtctends,or(c)the IRS has notified me that I am
kr W 211ijbitilla to b @CMP"W*411d4m and
3 1 arr-a U$,_tote W or cidw iJ-S-petition f 10
bgy:an4
�The FA TCA aDOBW OvAred an On tonic(if WO rid:cating that I am exempt from FATCA reporting is corroo,
bWb%C*MW YOU MM C P P,0 Otill items 2 above if you have begirt notiraed by the iRS that you are currently sob)ect to backup wrthhulding because
11 i'llill'I'1 111111111111d 10 ON 1 Omni Ovitkinds on your fax felum,For rest estate IraijuWtsons,item 2 do65 not appy.For rnoflgarge intttresI paid.
MM*J~Cr Alw4wlyndird of secured prop".Garic nation of dOM.conlnbulions to an individual ralirement arrangement(IRA),and generally,paymerlts
0rGeneral
11 roves ersd dirader"tds.you a not rimed to sign the c�rrtrfr ation,but you must provide your correct TIN.Sloe the instructions for part it.litter.
u,S.prrsan■ 4 _ -z'
Ditto D.
Instructions Form 1099-DIV(dividends,including theirs from stocks or mutual
funds)
S*CttOQn rOki"OnOft are to the lntsrnal Rovfancra Code unless ottwmae
3r4asdl •Farrrn 1099-MISC(various types of ineciam,pnzos,awards,or gfosa
prrrcr�sf
F't�e� For Ilse ructil..trdif&MI''lipn aiaoul developments «I Of rri 1099-I3 stock or mutual funs}sales and owlain other
reriatad so Fcirl wv-9 sisal tts frrsb'tiiCti[nrts,auc#i bgistatton firsncted (
after V-Y scene pub"h a,fife"to srsvwwxs 9*V1FO'mV4 transactions by brokers)
PUMOSe of FOrM «Form 1 D99-S(PfOoOods from foal estate transactions)
Form 1 M-K("rchtint card and third party network transactions)
ty
�f" Y dF m YV-9�sr}v ks regWW to hie an «Form 1098(horns mortgage interest),1 D96-E(studont loan interest).
Mb with WO Uf G n abLaln yQeyr correct taxpayer 1098-T(tuitkin)
�'^ "r vrhich MY be your tooth y rvurmber
%MqWjV fgaanerxp numb, .sidopoon •Form 1 W9-C(cancated debt)
or OTployer Waftfkatlon number 'Form 1 ON-A(acquisition or abandonment of a c uren property)
art the&anoint paid to you.or other Lf se Form'W-9 only If you we a u.5.pelf:ors(Including a resident
■MiUnt r YrdtrrryfLon rettrri.
"�°►a .ode,t7s,rR are rtat lirreted to.the f�of Irtformatfan aliean),to provide your C�:irrect 7iN-
Fcirrr 1i �+fT killererst eternal o pakll Orr s LYrict 10 taracA do not up wil rn lold-og.Soo Mat 1s b=kup withholding.ugrir
Idler,
Cc No 10231X Form W-$ v 1g?elf)
Bill of Sale
THIS BILL OF SALE dated as of November 30, 2021 between ReCept Pharmacy,
LP, a Texas Limited Partnership,with its principal office at 1620 W.Northwest Hwy., Suite
100,Grapevine, TX 76051 ('Buyer"), and Founder Project Rx, Inc. with its principal office
at 5109 Oak Lane,Arlington, TX 76015. ("Seller"), collectively,the "Parties".
WITNESSETH
WHEREAS,the Buyer and the Seller have entered into an Asset Purchase
Agreement dated as of November 30,2021 (the "AGREEMENT"),whereby the Seller
agreed tosell, assign,transfer, convey and deliver, or cause to be sold, assigned,
transferred, conveyed, and delivered, unto the Buyer, the Transferred Assets, as that term
is defined in the AGREEMENT.
NOW,THEREFORE,for the consideration set forth in the AGREEMENT, the
receipt and sufficiency of which is hereby acknowledged by the Seller,the Seller does
hereby sell, assign,transfer,convey and deliver unto the Buyer, its successors, and assigns,
all of the right,title and interest that the Seller possesses and has the right to transfer in and
to all of the Assets.
TO HAVE AND TO HOLD all the Transferred Assets hereby sold, assigned,
transferred,conveyed, and delivered unto the Buyer and its successors and assigns forever,
subject to all the terms and conditions of the Agreement.Nothing contained herein shall be
deemed to alter,modify,expand,or diminish the terms and provisions set forth in the
AGREEMENT.
The files will be transferred to the buyer and remain in the pharmacy.
The pharmacy conducted a controlled substance inventory on November 30, 2021.
IN WITNESS WHEREOF the Seller has caused this Bill of Sale to be signed as of
the date and year first above written.
This sale includes the transfer of all inventory and patient records for the pharmacy.
SELLER: BUYER:
ReCept Pharmacy,LP Founder Project Rx,Inc.
By: Carmine DeNardo By: Nicky L. O
Its: CEO/President Its: President/Offic
„ W'"9 Request for Taxpayer Give Form to the
.UlCiolldr?Ulef identification Number and Certification requester...Do not
trr Treayuy send to the IRS.
trtarnes F Go to kr►vllv.0rs,gsyv1Fonn MfJ for Instructions and[lie latest knforninUon.
t Name Jim shown on ywr txxvnm lax rewrn) Name Is required on ttus fine,Oln NI!k 4'm lrsis Itrt+a t)L"..
Founder"ect Rx Inc -----
Z pu3rrwes5 riarne"�entity narhe,N dlfierent 4rortt above - ---- -----
t;dweGr rpPrary'+rta b,,.�tawterwJ I.dasaA” trcsn 41 the rI 'wham n�ar"i;etitie�rc 7 ryr�I.,f eoek rimy Mr0 0lrt0 4 E.x+xrelit�ria{t.odils up�iFy Ortiy to
foliowkrrp%*van boxes col io r enuUm.not ir"v duaks,me
prr;r Ir---�I rr��11 trl,irta�llrxt;Oct rage 71.
❑ Irwd�rwdusR^eole Wor or 1=i C C,orporoteon ❑s e:.o w ritiorl LJ Par'iv,"t'np El TrusrfMfate
C vrs w-moornOw LLC to w1pi pays o pade V }
tlrM±ed krebaty corgparry.Fester the tax das ilcation(C.-C corporation.S-S oorporat'don,P-Panner+.J)pl i
fJ L check the appeopriets bee in the I"above for IN tax t�'I.�-lion Of the Bogie n16rt W QWna`L Do not Check. Exa}rymptvin f ern FrATC,A Yopt7"
! + LLC If the LJC n dwaMod rrs a rilrrgW-mernbar LLC that Is cWligarded frorn the ownse�r.,u�.r.stfeaa the owner'or the LLC Its c de(itC �'thr LLC 1.rwe'.it net c0sreperdod from th fed e owner for U S eral fax pilrt omm.Otharw itio.a singW rnorrsber LLC that
0. ' is dreWarLW from the owner sr ouki check the appropinate box for it a lax ctasvI1r.AT#on of Ile owner,.
S Addrlass inumbor.5tmel,and apt.or lairs nn)Seta iniftictiorts Requester's name id address
(o oral..�a oars.rn.u t a
Glrwer Iwan,ns..rrrt+cxreil
arvl adcknass topSlrrra(1
5109 Oak Lane
6 Cf")',eta*e,arrd Zip come
A[!LnclpnLTX 76017
T List A+;r o nkrfllbansk moo ept, nit)
Taxpyer Identification Number(TIN)
Enter your TIN in the apprvpnate fox.T}ro TIN provided must match the name given on line 1 to avold Soeial f Ta+num1-
backup wr tfYeoSC40 opFor etor,or di this is geontily,alty your social security for Par(Sate.I#or .other for 1
reakClerlt ttlren,aaQte prttprletor„or dfsrQgarrfrd entrty,see the Instructions for Part I,IelQr.For other
anblksz.It is your employer ide nfrcation number(EIN).If you do not have a numbw,voe How to flit a
77N,kaler. or
Nkata:If the acociunt is to more than one name,seta the Instructions for line 1.Also see Wheat Namo and I Emptoyar ldenUncaUan neamaeF
hk rdw'ro Give the Requester for guidelines on whose number to&ntor.
ECMT
Gartification
Urv"penafttos of poqury,I Certify that _
1.The nunVo r O—vvwn on this farm Is my caorrtrct taxpayer Identification number(or I am waiting for a number to bo Issued to me) and
2.1 am not subioct to backup wrtnholding because'.(a)I am exempt from backup withl'iolding,of(b)I have not bean notified by the Internal Revenue
Service RFS)Vial I am rult�ect 10 backup withholding as a result of a failure to report all InterQ,t or dtvidonds,or(c)the Iris has notified mo that I am
no lonW mAecl to backup wtthholdatg:and
3.I am a U.S cdiLen or otlwar U.S person(c#rafinod below);at id
4.The FATCA oode(s)entered on this forma(if any)indicating that I am exempt from FATCA reporting is correct.
C.+prbfk4rWn instructions.You muse cross out narn 2 above if you have boon notified by the IRS that you are currently sub)oct to backup withholding because
you na+sr.1a,.x3 to resport all interest and rltvid9nds of your tax retum.For real rotate transactlays.ilom 2 does rot apply.For mortgage Interest paid.
argw sdion or DEL-4or mom of sac tired property,cancellation of debt,conlnbutrons to an Individual retirement arrangement(IRA),and generally,payments
refuter than Inteew arld drvrdeods.yfsu a net ryquifod to sign the conrficatipn.but you must provide your correct TIN.See the instructions far Part 11,later.
Sinn l �Htrt3 U Dater
•Form IM-f IV(dividends,including those from stocks or mutual
General Instructions
fundsy
SectKiin refarertcex are to the Interned Rever,uo Ccidri unless othermso .Form 1D99-MISC(various types oI income,pnios,awards,or gross
lso - proceaids)
Fu4stle drtwafopiriente.For the Latest information about ditvelmmfits .Form 1699•8(stock or inutual fund sales and certain other
rrkaded to Form W-9 and its instruct OM.such as legislaWn onarled tfansaLtlons by brokers)
attar fury were pelbflshed,go to wwwjr3.gov/FoffriN9,
Form 1099-S,(proceeds from coal erslalri transactions)
Purpose of Form •Form 1099•K(morclesnl card and third panty network transactions)
An rndi.%dual or salty Worm W-g rogoaster)wlto is required to Ida an -Form 1098(dome mortgage Inlorost),loge-E(studont loan Interest),
k,lorn%ataon return WrM trte RS must obtain your correct taxpayer 1 09B-T(tuition)
iderltAication number MM which may be your social security number o Form I Q99-C(canceled debt)
( ,4.pld'MUak twspeydir kWitrlratkon number(MN).adoption +form 1t}gg_A(acquisition or abandonment of secured property)
taxkayer Idrrstkikcabm number(ATIf�},or employer identificarron number
(EINI,to report an an lnforrnatkrsn return the amount paid to you.to otter Use Form W-9 only If you aru a U.S.person(Including a"054 rlt
arreouni reportable on an Inlormallon return Fxarrrples of Information anon),to provide your cormcr TIN..
rraturM include,but we not lioNted to,the futlowlrxj. If you do not mium Form W-9 to that fOquasfor wrfh a 7'N• n'Y't
.Form 1099-1111'(tntere it eaarrted or paki) be suf4ecf to bnachvp wirhholdang->Soe What Is backup withhOldir99,
War.
Vet.NQ 10231% F`rrrr€„�'S1�. tCt-?et6k
Corporations Section ��E 0 John B. Scott
P.O.Box 13697 �,�� �tt) Secretary of State
Austin,Texas 78711-3697 `X
Office of the Secretary of State
Certificate of Fact
The undersigned, as Secretary of State of Texas, does hereby certify that the document, Certificate of
Formation for Founder Project Rx, Inc. (file number 804203451), a Domestic For-Profit Corporation,
was filed in this office on August 17, 2021.
It is further certified that the entity status in Texas is in existence.
In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal of
State at my office in Austin, Texas on January 09, 2022.
John B. Scott
Secretary of State
Come visit us on the internet at https://www.sos.texas.gov/
Phone: (512)463-5555 Fax: (512)463-5709 Dial: 7-1-1 for Relay Services
Prepared by: SOS-WEB TID: 10264 Document: 1109626580003
Filing*:804203451 DocurnenL*:1072449970002 Filed On 8/17/2021 received by Upload
CERTIFICATE OF FORMATION
OF
FOUNDER PROJECT RX,INC.
The undersigned, Nicky L. Otts, in his capacity as President of Nuvono, Inc., in its capacity
as general partner of Otts-King Family Investments, LP, acting as the sole organizer of a for-profit
corporation to be formed under the Texas Business Organizations Code, as amended(the "TBOC"),
does hereby adopt the following Certificate of Formation for Founder Project Rx, Inc. (the
"Corporation").
Article I
Name
The name of the Corporation is Founder Project Rx, Inc.
Article 2
Duration
The period of duration of the Corporation is perpetual.
Article 3
Purpose
The corporation is organized for the purpose of the transaction of any and all lawful business
for which for-profit corporations may be incorporated under the TBOC.
Article 4
Shares
The aggregate number of shares which the Corporation shall have authority to issue is
1,000,000 shares of common stock, par value one cent ($0.01) per share ("Common Stock"). Each
share of Common Stock slial I have identical rights and privileges in every respect.
Article 5
Registered Office and Agent
The street address of its initial registered office is 5109 Oak Lane, Arlington, Texas 76017,
and the name of its initial registered agent at such address is Nicky L. Otts.
Article 6
Directors
The number of directors of the Corporation shall be not less than one nor more than nine (9),
the exact number to be fixed from time to time in the manner provided in the Bylaws of the
Corporation. The number of directors constituting the initial Board of Directors is two (2), and the
name and address of the persons who are to serve as directors until the first annual meeting of the
shareholders or until their successors are elected and qualified are.
Nicky L. Otts Vickie Otts
5109 Oak Lane 5109 Oak Lane
Arlington, Texas 76017 Arlington, Texas 76017
Article 7
Bylaws
The Board of Directors or the shareholders shall have the power to alter, amend, or repeal
the Bylaws of the Corporation or to adopt new Bylaws.
Article S
Liability of Directors
The directors of the Corporation will not be liable to the Corporation or its shareholders
for monetary damages for acts or omissions that occur in the directors' capacity as directors. This
Article does not limit the liability of any director to the extent such director is found liable for: (1)
a breach of his duty of loyalty to the Corporation or its shareholders; (2) an act or omission not in
good faith that constitutes a breach of the director's duty to the Corporation, or an act or omission
that involves intentional misconduct or a knowing violation of the law; (3) a transaction from
which the director received an improper benefit,whether or not the benefit resulted from an action
taken within the scope of the director's office; or (4) an act or omission for which the liability of
the director is expressly provided by an applicable statute.
Article 9
Irndemnification
The Corporation shall indemnify to the full extent permitted by law any person who was,
is, or is threatened to be made a named defendant or respondent in any action, suit, or proceeding,
whether civil, criminal, administrative, arbitrative, or investigative, or in any appeal in such an
action, suit,or proceeding,by reason of the fact that he or she is or was a director,advisory director,
or officer of the Corporation, against all expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by such director, advisory
director, or officer in connection with any such action, suit, or proceeding. The Corporation shall
pay or reimburse expenses to directors, advisory directors, and officers, and may pay or reimburse
-2-
expenses to other persons, as permitted by law. The Corporation may purchase and maintain
insurance, create a trust fund, establish any form of self-insurance, secure its indemnity obligation
by grant of a security interest or other lien on the assets of the Corporation, establish a letter of
credit, guaranty or surety arrangement, or other arrangement on behalf of directors, advisory
directors, officers, or other persons, against any liability asserted against such persons in their
capacities as directors, advisory directors, officers, or otherwise, of the Corporation, whether or
not the Corporation would have the power to indemnify SLICII directors, advisory directors,officers,
or other persons against such liability, as permitted by law.
Article 10
Action by Written Consent
Any action required by the TBOC to be taken at any annual or special meeting of shareholders,
or any action which may be taken at any annual or special meeting of shareholders, may be taken
without a meeting,without prior notice, and without a vote,if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holder or holders of shares having not less than the
minimum number of votes that would be necessary to take such action at a meeting at which the
holders of all shares entitled to vote on the action were present and voted.
Article 11
Or2anizer
The name and address of the organizer is:
Otts-King Family Investments, LP
5109 Oak Lane
Arlington, Texas 76017
[Signature pageJ611ows.]
-3 -
IN WITNESS WHERFOP, the undersigned Organizer has executed this Certificate of
Formation as of August 2021.
ORGANIZER:
OTTS-KING FAMILY INVESTMENTS,LP
By: Nuvono, Inc.,
its General Partner
By:
Dicky L. dtts,Psi gent
CERTir�ICATr,,of FORMATION
OF
FoUNIXR N=,C,r Tom,INC.