Division of Corporations - Filing https://icis.corp.delaware.gov/ecorp/entitysearch/NameSearch.aspx Delaware.gov Governor General Assembly Courts Elected Officials State Agencies Department of State: Division of Corporations Allowable Characters HOME About Agency Secretary's Letter Newsroom Frequent Questions Related Links Contact Us Office Location SERVICES Pay Taxes File UCC's Delaware Laws Online Name Reservation Entity Search Status Validate Certificate Customer Service Survey Entity Details THIS IS NOT A STATEMENT OF GOOD STANDING Incorporation Date / Formation Date: 5/17/2017 (mm/dd/yyyy) File Number: 6414924 Entity Name: T RETAIL MANAGING MEMBER CORP Entity Kind: Corporation Residency: Domestic Entity Type: State: General DELAWARE REGISTERED AGENT INFORMATION Loading... Name: NATIONAL REGISTERED AGENTS, INC. Address: 160 GREENTREE DR STE 101 City: DOVER State: DE Phone: 302-674-4089 County: Postal Code: Kent 19904 Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or more detailed information including current franchise tax assessment, current filing history and more for a fee of $20.00. Would you like Status Status,Tax & History Information For help on a particular field click on the Field Tag to take you to the help area. site map privacy 1 of 1 about this site contact us translate delaware.gov 5/24/2018, 9:19 AM Division of Corporations - Filing https://icis.corp.delaware.gov/ecorp/entitysearch/NameSearch.aspx Delaware.gov Governor General Assembly Courts Elected Officials State Agencies Department of State: Division of Corporations Allowable Characters HOME About Agency Secretary's Letter Newsroom Frequent Questions Related Links Contact Us Office Location SERVICES Pay Taxes File UCC's Delaware Laws Online Name Reservation Entity Search Status Validate Certificate Customer Service Survey Loading... Entity Details THIS IS NOT A STATEMENT OF GOOD STANDING Incorporation Date / Formation Date: File Number: 6414922 Entity Name: T RETAIL LLC Entity Kind: Limited Liability Company Entity Type: Residency: Domestic State: 5/17/2017 (mm/dd/yyyy) General DELAWARE REGISTERED AGENT INFORMATION Name: NATIONAL REGISTERED AGENTS, INC. Address: 160 GREENTREE DR STE 101 City: DOVER State: DE Phone: 302-674-4089 County: Postal Code: Kent 19904 Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or more detailed information including current franchise tax assessment, current filing history and more for a fee of $20.00. Would you like Status Status,Tax & History Information For help on a particular field click on the Field Tag to take you to the help area. site map privacy 1 of 1 about this site contact us translate delaware.gov 5/24/2018, 9:19 AM (Req uestor?s Name) (Address) (Address) (Cityl?StatefZiplPhone PICK-UP WAIT MAIL (Business Entity Name) (Document Number) Certified Copies Certificates of Status Special Instructions to Filing Officer: Office Use Only - W??y 300301467883 gr." 32% g: 1 $111; 3, "Mm. a, (3 33?2: x333. UBRUC 11%? . 'a I I Incorporating Services, Ltd. I se rv? 1540 Glenwav Drive Tallahassee, FL 32301 850.656.7956 Fax: 850.656.7953 e?mail: info@incserv.com ORDER FORM .1101 Florida Department of State Melissa Stops Division of Corporations, Clifton mstops@incserv.com Building 2661 Executive Center Circle 8505562953 Tallahassee, FL 32301 850-245-6051 ?dues?h'ris?l 8/4/2017 Emoii'i?r Routine 591788 ORDER smurf: RETAIL MANAGING MEMBER CORP RETAIL MANAGING MEMBER CORP FL) File the attached foreign quali?cation document Please provide a certi?ed copy as evidence. \lfl i - NOTES: . - 2:353;- $78.75 Authorized 'Rerunm?onwmmemsmucnousij:f m. ACCOUNT NUMBER: 120050000052 59 =6 S-i'iil ME ?5 372801;: Please bill the above referenced account for this order. If you have any questions please contact me at 656-7956, Sincerely, 1898/ Please bill us for your services and be sure to include our reference number on the invoice and courier package if applicable. For UCC orders, please include the thru date on the results. Friday. August 04. 2017 Page I of i APPLICATION BY FOREIGN CORPORATION FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA IN WITHSECTION 607. 1503. FLORIDA STATUTES. THE FOLLOWING IS SUBMITTED TO REGISTER A FOREIGN CORPORA TION T0 TRANM CT BUSINESS IN THE STATE OF FLORIDA. Retail Managing Member Corp (Enter name of corporation; must include ?Inc," ?Corp," ?Inc,? or 'Corp.?) (If name unavailable in Florida, enter alternate corporate name adopted for the purpose of transacting business in Florida) Delaware 3? 384038019 (State or country under the law of which it is incorporated) number. if applicable) 4. May 17, 201? 5. perpetual (Date of incorporation) 6. Upon Filing (Date of duration, if other than perpetual) (Date ?rst transacted business in Florida. if prior to registration) (SEE SECTIONS 607.1501 60?.l502, PS, to determine penalty liability) 7 725 Fifth Avenue, New York, NY 10022 n: (Principal office address) F- i: '11 . 34-5 {?tment mailing address, If different) 513:": gji . . r: 8. Name and street address of Florida registered agent: (PO. Box NOT acceptable) E) Services, Inc. 19 NameOf?ce Address: 1200 Sou in: an Road 3 Plantation Florida 33324 (City) (Zip code) 9. Registered agent?s acceptance: Having been named as registered agent and to accept service of process for the above stated corporation at the place designated In this application, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all stamtes relative to the proper and complete performance of my duties, and I am familiar with and accept the obttgattons ofmy position as registered agent. Patricia M. Rice, Asst. Sec. - I gar/{ram 1/ (Registered agent's signature) 10. Attached is a certi?cate of existence duly authenticated, not more than 90 days prior to delivery of this application to the Department of State, by the Secretary of State or other of?cial having custody of corporate records in the jurisdiction under the law of which it is incorporated. FLOWN - ?ml: Wuhan now-outa- 11. Names and business addresses of officers and/or directors: A. DIRECTORS Chairman: Address: Vice Chairman: Address: Director: Donald J. Trump, Jr. 2 Address: 7 5 1 Avenue New York, NY 10022 Director: Allen Weisselbu?g 725 Address: Fifth Avenue New York, NY 10022 B. OFFICERS aid J. J. President: Trump 153 :3 h- SW Lilia ?l Address: 725 Fi?h Avenue \u SS New York, NY 10022 i _i ?Ha f? .5 All Vice Prasident: c" ?Emu? . 725 Fifth Avenue GEi'ii? ii Address New York, NY [0022 Allen Weisselberg Secretary: 2 . Address: 7 Ft?h Avenue. New York, NY 10022 . Treasurer: Allm elsseiberg Address: ?25 Fifth Avenue, New York. NY 10022 NOTE: If necessary, you ma ttac an addendum to the application listing additional of?cers and/or directors. 12. Signature of Director or Of?cer The of?cer or director signing this document (and who is listed in number 1 1 above) af?rms that the facts stated herein are true and that he or she is aware that false information submitted in a document to the Department of State constitutes a third degree felony as provided for in 5.817.155, F.S. 13 Alien Weisseibe-rg, Vice President (Typed or printed name and capacity of person signing application) - mo: 1 73*! Kb" Ollbe Delaware The First State I, JEFFREY w. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAHARE, Do HEREBY CERTIFY RETAIL MANAGING MEMBER Is DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXIS TENCE SO FAR As THE RECORDS OF THIS OFFICE SHOW, AS OF THE FOURTH DAY OF AUGUST, A.D. 2017. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID RETAIL MANAGING MEMBER CO WAS INCORPORATED ON THE SEVENTEENTH DAY OF MAY, A.D. 2017. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL FRANCHISE HAVE BEEN ASSESSED TO DATE. 6414924 8300 20175574743 You may verify this certificate online at Authentication: 203004651 Date: 08-04-17 2018 FOREIGN PROFIT CORPORATION ANNUAL REPORT FILED Jan 11, 2018 Secretary of State CC7188099778 DOCUMENT# F17000003504 Entity Name: T RETAIL MANAGING MEMBER CORP Current Principal Place of Business: 725 FIFTH AVENUE NEW YORK, NY 10022 Current Mailing Address: 725 FIFTH AVENUE NEW YORK, NY 10022 FEI Number: 34-4038019 Certificate of Status Desired: No Name and Address of Current Registered Agent: NRAI SERVICES, INC. 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 US The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: Date Electronic Signature of Registered Agent Officer/Director Detail : Title DP Title DVST Name TRUMP, DONALD J JR. Name WEISSELBERG, ALLEN Address 725 FIFTH AVENUE Address 725 FIFTH AVENUE NEW YORK NY 10022 City-State-Zip: NEW YORK NY 10022 City-State-Zip: I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 607, Florida Statutes; and that my name appears above, or on an attachment with all other like empowered. SIGNATURE: DONALD J. TRUMP, JR. Electronic Signature of Signing Officer/Director Detail PRESIDENT 01/11/2018 Date Mao (Requestor's Name) (Address) (Address) (Cityi'StaIefZiplPhone PICK-UP WAIT MAIL (Business Entity Name) {Document Number) Certified Copies Certificates of Status Special Instructions to Filing Officer: Office Use Only 400301467874 ?i i ll '\11 .8 I 5 an. 0 Hi} "his HJ n- Li. SCOTT AUG '7 2017 . a . t1 Incorporating Sewices, Ltd. in 1540 Glenwav Drive . Tallahassee. FL 32301 850.656.7956 Fax: 850.656.7953 e-mail: info@incserv.com ORDER FORM Florida Department of State FROM Division of Corporations, Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301 850-245-6051 '??ouesrpl'r?] 8/4/2017 ?iaizi?iuiij Routine ?onnenenmij RETAIL LLC Ens" RETAIL LLC File the attached foreign quali?cation document Please provide a certi?edcopy as evidence. mores: $155.00 Authorized hmnmeoawmmnemsmucnoiisi; if?. ACCOUNT NUMBER: I20050000052 Please bill the above referenced account for this order. If you have any questions please contact me at 656-7956, Sincerely, Melissa Stops mstops@incserv.com 850.656.?953 OUR-RLEE 591745 Please bill us for your services and be sure to include our reference number on the invoice and courier package if applicable. For UCC orders, please include the thru date on the results. Fridqv. August 04. 2017 Page I of! APPLICATION BY FOREIGN LIMITED LIABILITY COMPANY FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA MFDILOHWESUMYEDIDWAFDREUN WW (DWANYTOWBLW Retail LLC (Name ofForchn Limited Liability Company; must include "Limited Uibii'? Compan or (If name Imamlablc, enter alternate name adopted for the purpose of transacting business in Florida The alternate name must Include ?Limited Liability Company.? or 2- Delaware 3 364369405 {Jurisdiction under law oi W13 ioragn lunita company is organized) (FEInuchr, ifappiicable) 4 Upon ?ling (Date ?rst transacted business In Florida If pact to registration. (See sections 605. 0904 dc 605. 0905. F. S. to determine penalty liability) 5 725 Fi?h Avenue, New York, NY 10022 (Street Address of Principal 6 725 Fifth Avenue, New York. NY 10022 - - . . .5, (Mailing Address) 7 g_ . "1-1 7 Name and street address of Florida registered agent: (PO. Box acceptable) g" . . . NRAI Services, Inc. rI': Name. l_ U) Plantation Florida 33324 (City) Registered agent's acceptance: (Zip code) Having been named a; registered agent and to accept service of proca's for tire above stated limited caravan): at the piece designated in this appiicatian, i hereby accept the appointment as registered agent and agree to act in this capacity. [further agree to the provisions of statute: relative to tire proper and complete performance of my duties, and i with and accept the obligations afm positia registered agent. Patricia M. RicW By: (Isl/1444:; (Registered agent' a signature) 8 The name utle or capaCIty and address of the person(s) who has/have authority to manage Istarc Donald J. Trump, Jr., 725 Fi?h Avenue, New York, NY 10022 [Manager jurisdiction under the law of whi 9 Attached Is a certi?cate of existence no more than 90 days old, duly authenticated by the of?cial having custody of records In the of the translator must be subml the certi ?oat: is in a foreign language. a translation of the certi?cate under oath Vaignaturc of an authorized person This document :3 executed In accordance with seen :1 605.0203 l) Florida Statutes. I am aware that any false Information submitted at a documentto the Department of State constitutes a third degree felony as provrded for In 3 817 155 Alex W. Cannon, Authorized Person Typed or printed name ofsignec - ?lm? Walk-? [kw Dal-kl Delaware The First State Page I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY RETAIL IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FER AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE THIRD DAY OF AUGUST, A.D. 2017. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID HAS FORMED ON THE SEVENTEENTH DAY OF.MAY, A. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL ASSESSED TO DATE. 6414922 8300 SR320175564882 You may verify this certificate online at RETAIL D. 2017. TAXES HAVE BEEN CA.) Authen?ca?onz203000565 1 2018 FOREIGN LIMITED LIABILITY COMPANY ANNUAL REPORT FILED Jan 11, 2018 Secretary of State CC1163370243 DOCUMENT# M17000006670 Entity Name: T RETAIL LLC Current Principal Place of Business: 725 FIFTH AVE NEW YORK, NY 10022 Current Mailing Address: 725 FIFTH AVE NEW YORK, NY 10022 FEI Number: 36-4869405 Certificate of Status Desired: No Name and Address of Current Registered Agent: NRAI SERVICES, INC. 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 US The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: Date Electronic Signature of Registered Agent Authorized Person(s) Detail : Title MGR, PRESIDENT Title SECRETARY, VP, TREASURER Name TRUMP, DONALD J JR. Name WEISSELBERG, ALLEN Address 725 FIFTH AVE Address 725 FIFTH AVENUE NEW YORK NY 10022 City-State-Zip: NEW YORK NY 10022 City-State-Zip: I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that I am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605, Florida Statutes; and that my name appears above, or on an attachment with all other like empowered. SIGNATURE: DONALD TRUMP, JR. Electronic Signature of Signing Authorized Person(s) Detail PRESIDENT 01/11/2018 Date Commercial - Search 1 of 2 https://coraweb.sos.la.gov/CommercialSearch/CommercialSearchDetails... R. Kyle Ardoin Secretary of State State of Louisiana Secretary of State COMMERCIAL DIVISION 225.925.4704 Fax Numbers 225.932.5317 (Admin. Services) 225.932.5314 (Corporations) 225.932.5318 (UCC) Name Type City Status T RETAIL LLC Limited Liability Company (Non-Louisiana) DOVER Active Previous Names Business: T RETAIL LLC Charter Number: 42768536Q Registration Date: 8/11/2017 Domicile Address 160 GREENTREE DRIVE, SUITE 101 DOVER, DE 19904 Mailing Address 725 FIFTH AVENUE NEW YORK, NY 10022 Principal Business Office 725 FIFTH AVENUE NEW YORK, NY 10022 Registered Office in Louisiana 3867 PLAZA TOWER DR BATON ROUGE, LA 70816 Principal Business Establishment in Louisiana 3867 PLAZA TOWER DR BATON ROUGE, LA 70816 Status Status: Active Annual Report Status: In Good Standing Qualified: 8/11/2017 Last Report Filed: N/A Type: Limited Liability Company (Non-Louisiana) Registered Agent(s) Agent: NATIONAL REGISTERED AGENTS, INC. Address 1: 3867 PLAZA TOWER DR. City, State, Zip: BATON ROUGE, LA 70816 5/21/2018, 8:56 AM Commercial - Search 2 of 2 Appointment Date: https://coraweb.sos.la.gov/CommercialSearch/CommercialSearchDetails... 8/11/2017 Officer(s) Additional Officers: No Officer: DONALD J. TRUMP, JR. Title: Manager Address 1: 725 FIFTH AVENUE City, State, Zip: NEW YORK, NY 10022 Amendments on File No Amendments on file 5/21/2018, 8:56 AM Commercial - Search 1 of 2 https://coraweb.sos.la.gov/CommercialSearch/CommercialSearchDetails... R. Kyle Ardoin Secretary of State State of Louisiana Secretary of State COMMERCIAL DIVISION 225.925.4704 Fax Numbers 225.932.5317 (Admin. Services) 225.932.5314 (Corporations) 225.932.5318 (UCC) Name Type City Status T RETAIL MANAGING MEMBER CORP Business Corporation (Non-Louisiana) DOVER Active Previous Names Business: T RETAIL MANAGING MEMBER CORP Charter Number: 42761451F Registration Date: 8/7/2017 Domicile Address 160 GREENTREE DRIVE, SUITE 101 DOVER, DE 19904 Mailing Address 725 FIFTH AVENUE NEW YORK, NY 10022 Principal Business Office 725 FIFTH AVENUE NEW YORK, NY 10022 Registered Office in Louisiana 3867 PLAZA TOWER DR. BATON ROUGE, LA 70816 Principal Business Establishment in Louisiana 3867 PLAZA TOWER DR. BATON ROUGE, LA 70816 Status Status: Active Annual Report Status: In Good Standing Qualified: 8/7/2017 Last Report Filed: N/A Type: Business Corporation (Non-Louisiana) Registered Agent(s) Agent: NATIONAL REGISTERED AGENTS, INC. Address 1: 3867 PLAZA TOWER DR. City, State, Zip: BATON ROUGE, LA 70816 5/21/2018, 9:22 AM Commercial - Search 2 of 2 Appointment Date: https://coraweb.sos.la.gov/CommercialSearch/CommercialSearchDetails... 8/7/2017 Officer(s) Additional Officers: No Officer: DONALD J. TRUMP, JR. Title: President, Director Address 1: 725 FIFTH AVENUE City, State, Zip: NEW YORK, NY 10022 Officer: ALLEN WEISSELBERGER Title: Vice-President, Treasurer, Secretary, Director Address 1: 725 FIFTH AVENUE City, State, Zip: NEW YORK, NY 10022 Amendments on File No Amendments on file 5/21/2018, 9:22 AM 100511000194 APPLICATION FOR AUTHORITY OF RETAIL LLC Under Section 802 of the Limited Liability Company Law FIRST: The name of the limited liability company is: RETAIL LLC SECOND: The jurisdiction of organization of the limited liability company is: Delaware. The date of its organization is: May 17, 2017. THIRD: The county within this state in which the of?ce, or if more than one of?ce, the principal of?ce of the limited liability company is to be located is: New York. FOURTH: The Secretary of State is designated as agent of the limited liability company upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process served against him or her is: c/o National Registered Agents, Inc., 1 ll Eighth Avenue, New York, NY 10011. FIFTH: The address of the of?ce required to be maintained in the jurisdiction of its formation is 160 Greentree Drive, Suite 10], Dover, Delaware, 19904. SIXTH: The name and street address within this state of the registered agent of the limited liability company upon whom and at which process against the limited liability company may be served is: National Registered Agents, Inc., 111 Eighth Avenue, New York, NY 10011. SEVENTH: The limited liability company is in existence in its jurisdiction of formation at the time of ?ling of this Application for Authority. EIGHTH: The name and address of the Secretary of State or other authorized of?cial in the limited liability company?s jurisdiction of organization where a copy of its articles of organization is ?led is: Secretary of State of the State of Delaware, John G. Townsend Building, 401 Federal Street - Suite 4, Dover, DE 19901. Athorized Person 180511000194 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY RETAIL 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 TENTH DAY OF MAY, A.D. 2018. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID RETAIL WAS FORMED ON THE SEVENTEENTH DAY OF MAY, A.D. 2017. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN PAID TO DATE . gum-{1 W. sullen. mum)- 0! Slot. Authentication: 202671096 Date: 05-10-18 6414922 8300 20183604365 You may verify this certificate online at APPLICATION FOR AUTHORITY OF RETAIL LLC Under Section 802 of the Limited Liability Company Law 10L STATE OF NEW YORK .. DEPARTMENT 0E STATE 53 3 MAY 1 2018 :1 Filed by: $5 RETAIL LLC Attn: General Counsel 725 Fifth Avenue New York, New York 10022 Lg :3 DRAWDOWN 3? "gig DELANEY #30 $1 90?? 1805110006161 APPLICATION FOR AUTHORITY OF RETAIL MANAGING MEMBER CORP UNDER SECTION 1304 OF THE BUSINESS CORPORATION LAW FIRST: The name of the corporation (hereinafter referred to as the ?Corporation?) shall be RETAIL MANAGING MEMBER CORP SECOND: The jurisdiction in which the corporation was organized is Delaware. The date of its incorporation is May 17, 2017. THIRD: This corporation is formed to engage in any law?il act or activity for which a corporation may be organized under the Business Corporation Law of the State of New York; provided, however, that the Corporation is not formed to engage in any act or activity which requires the consent or approval of any state of?cial, department, board, agency or other body, without such consent or approval ?rst being obtained. FOURTH: The of?ce of the Corporation shall be located in the County of New York, State of New York. FIFTH: The Secretary of State is designated as the agent of the Corporation upon whom process against the Corporation may be served. The post of?ce address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is: 0/0 National Registered Agents, Inc, 111 Eighth Avenue, New York, NY 10011 180511000019 SIXTH: The name and street address within this state of the registered agent of the corporation upon whom and at which process against the corporation can be served is: National Registered Agents, 1110., I 11 Eighth Avenue, New York, NY 10011. SEVENTH: The foreign corporation has not since its incorporation or since the date its authority to do business in New York was last surrendered, engaged in any activity in this state. IN WITNESS WHEREOF, the undersigned has signed this Certi?cate and does hereby af?rm the statements contained therein as true under the penalty of perjury this 10th day of May, 2018. Alex Cannohl Authorized Person Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY RETAIL MAINEGING MEMBER IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE so FAR As THE RECORDS OF THIS OFFICE SHOW, AS OF THE TENTH DAY OF MAY, A.D. 2018. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID RETAIL mama MEMBER WAS INCORPORATED ON THE SEVENTEENTH DAY OF my, A.D. 2017. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE. in. sweet. smear: ?7.59:9. Authentication: 202671109 Date: 05-10-13 6414924 8300 20183604419 You may verify this certi?cate online at APPLICATION FOR AUTHORITY OF RETAIL MANAGING MEMBER CORP UNDER SECTION 1304 OF THE BUSINESS CORPORATION LAW . I: (U STATE OF NEW Y6 5? DEPARTMENT OF FILED MAT 1 12mg . a. a: RETAIL MANAGING MEMBER CORP 5:5 8 Azttn General Counsel 725 T?h Avenue New York, New York 10022 6? ES, ?x ETA p COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION a 490 Office of the Clerk m a a May 15, 2018 BETH EPSTEIN UCC RETRIEVALS, INC. 7288 HANOVER GREEN DR MECHANICSVILLE, VA 23111 RECEIPT RE: T Retail LLC ID: T074972- 3 DCN: 18-05-14-1218 This receipt acknowledges payment of $100.00 to cover the fee for filing an application for a certificate of registration to transact business in Virginia with this office. This receipt also acknowledges payment of $100.00 to cover the fee for expedited service. The effective date of the registration is May 15, 2018. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, (866) 722-2551. Sincerely, Joel H. Peck Clerk of the Commission RECEIPTLC LLNCF CISEMM P.O. Box 1197, Richmond, VA 23218-1197 Tyler Building, First Floor, 1300 East Main Street, Richmond, VA 23219-3630 Clerk's Office (804) 371-9733 or (866) 722-2561 (toll-free in Virginia) www.scc.virginia.gov/clk UJ w H HOLD FOR PICK-UP UCC RETRIEVALS, INC. BETH EPSTEIN / TRAGI GOODMAN / MARY COLLINS 7288 HANOVER GREEN DR. MECHANICSVILLE, VA 23111 (804) 559.5919 m a m a 0) € 0) u 1 8 0 5 1 4 1218 STATE CORPORATION COMMISSION 1300 EAST MAIN STREET RICHMOND VA 23209-1197 AjA- MAY 14, 2018 NEXT DA Y EXPEDITE!! DEAR SIRS, PURSUANT TO INSTRUCTIONS OF COUNSEL, I ENCLOSE FOR FILING ON BEHALF OF: T RETAIL LLC REGISTRATION OF LIMITED LIABILITY COMPANY "PIEASi RETURN (11 CERTIFIED COPY OF THE ATTACHED F (for foreign entities c/c the application only!)" CHECK(S) IN PAYMENT OF THE REQUIRED FEES ARE ENCLOSED. I WOULD APPRECIATE YOU TELEPHONING ME AT (804) 559-5919 IF THERE IS A PROBLEM WITH THIS FILING AND TO ADVISE ME WHEN THE EVIDENCE IS AVAILABLE TO BE PICKED UP. THANK YOU FOR YOUR ASSISTANCE IN THIS REGARD. SINCERELY, BETH EPSTEIN t o O ii."' m COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION OFFICE OF THE CLERK 1300 E MAIN ST RICHMOND, VA 23219 (804) 371-9733 1-866-722-2551 Toll-free in Virginia SCC21.2 (10/17) This form MUST be completed and placed on top of EACH document submission (so it can be readily identified as a request for expedited review and processing). Name of Corporation or Company (etc.): (Must be typed for Email option.) SCC ID No. (if known): T RETAIL LLC Customer Contact Information: Send Evidence of Expedited Filing By: (Choose one) BETH EPSTEIN Name: • Email (Only available for Categories A, C and D) Company: Address: UCC RETRIEVALS, INC. Two typed originals of this form must be submitted for Email option. 7288 HANOVER GREEN DR. MECHANICSVILLE (city or town) VA See "Return of Evidence" in the Instructions. 23111 (state) Hold for Pickup (Available at 4:00 p.m.) (zip code) • First-Class Mail Telephone: (. 804 559 5919 ext 104 • USPS Express Mail (Prepaid envelope required.) ["""j Overnight via Email: • UPS • Fed Ex (Completed waybill required. For Fed Ex, the waybill must be computer-generated with a barcode.) — See Information & Instructions for description of Categories. — Expedited Service Requested: (mark service requested) 0 FOR OFFICE USE ONLY *** Expedite Fee: *** (other fees may be needed - see footnote) Category A Expedite Business Entity Document listed in Schedule A PI Same Day Service (Received by 10:00 a.m.) $200 0 Next Day Service (Received by 2:00 p.m.) $100 O Category B Preliminary Review of Document listed in Schedule A 180514 1218 $ 50 (2nd Business Day Service Only - Received by 2:00 p.m.) • Resubmission within 30 Days of initial Pre-Review o Category C Expedite Business Entity Document listed in Schedule C (N/C) $ 50 (Next Day Service Only - Received by 2:00 p.m.) 0 Category D Expedite Application for Reinstatement (Next Day Service Only - Received by 2:00 p.m.) $ 50 I/O Submit one payment for aN applicable fees (e.g., charter/entrance, reinstatement, filing and expedite fees) REVIEW THE INSTRUCTIONS BEFORE SUBMITTING THIS FORM. COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION p W ^ AT RICHMOND, MAY 15, 2018 ^ a The State Corporation Commission has found the accompanying application for a certificate of registration to transact business in Virginia submitted on behalf of T Retail LLC to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this CERTIFICATE OF REGISTRATION TO TRANSACT BUSINESS IN VIRGINIA be issued and admitted to record with the application in the Office of the Clerk of the Commission, effective May 15, 2018. STATE CORPORATION COMMISSION Mark C. Christie Commissioner FLLCACPT CISEMM 18-05-14-1218 0) U1 W p COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION APPLICATION FOR A CERTIFICATE OF REGISTRATION TO TRANSACT BUSINESS IN VIRGINIA AS A FOREIGN LIMITED LIABILITY COMPANY LLC-1052 (06/16) Provide a Certified Copy of the Formation Document, as Amended T Retail LLC Designated name (if required):. Delaware State or other jurisdiction of organization: _ Date of formation: 5/17/2017 Perpetual Period of duration: (Mark If applicable:) • The LLC was previously authorized or registered to transact business in Virginia as a foreign business entity. (See Instructions.) Set forth additional Information on an attachment. The post office address, including the street and number, of the LLC's principal office is 725 Fifth Avenue New York (number/street) NY 10022 (city or town) The LLC's registered agent in VIRGINIA is National Registered Agents, Inc. The registered agent is (mark appropriate box): (1) an INDIVIDUAL who is a resident of Virginia and 2 a member or manager of the LLC. a member or manager of a limited liability company that is a member or manager of the LLC. an officer or director of a corporation that is a member or manager of the LLC. a general partner of a general or limited partnership that is a member or manager of the LLC. a trustee of a trust that is a member or manager of the LLC. a member of the Virginia State Bar. OR (2)0 a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia. The LLC's VIRGINIA registered office address, including the street and number, if any, which is identical to the business office of the registered agent, is 4701 Cox Road, Suite 285 Glen Allen (number/street) (city or town) VA 23060 (zip) which is physically located in the 0 county or•city of Heru 'co The Clerk of the Commission is hereby irrevocably appointed as the agent of the limited liability company for service of process if (i) the company fails to maintain a registered agent in Virginia as required by § 13.1-1015 of the Code of Virginia, (ii) the registered agent's authority has been revoked, (iii) the registered agent has resigned, or (iv) the registered agent cannot be found or served with the exercise of reasonable diligence. The LLC affirms that it is a "foreign limited liability company" as defined in § 13.1-1002 of the Code of Virginia. .Signed in tho namft..oOhP w^nn limitpH liability company by: sjjoALL / (dsfte) (telephone number (optional)) Manager (printed name) (title) (see Instructions for examples of acceptable titles) • The person signing above has been delegated the right and power to manage the LLC's business and affairs. Personal Information, such as a social security number, should NOT be Included in a business entity document submitted to the Office of the Clerk for filing with the Commission. For more information, see Notice Regarding Personal Identifiable Information at www.scc.vlrainla.aov/clk. VA045N • 09/15/2016 Woltere Kluwtr Online Q CD U3 W REVIEW THE INSTRUCTIONS BEFORE SUBMITTING THIS FORM. LLC's name: M a un a 0 p 00 a un Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "T RETAIL LLC", FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF MAY, A.D. 2017, AT 6:46 O'CLOCK P.M. Page 1 a a> a a> u Stale of Delaware Secretar)- of State Division of Corporations Delivered 06:46 PM 05/17/2017 FILED 06:46 PM 05/17/2017 SR 20173670147 - EUeNomber 6414922 STATE Req"uest: I This form MUST be completed and placed on top of EACH document submission (so it can be readily identified as a request for expedited review and processing). Name of Corporation or Company (etc.): (Must be typed for Email option.) SCC ID No. (if known): T RETAIL MANAGING MEMBER CORP. Customer Contact Information: (Choose one) BETH EPSTEIN Name: Email (Only available for Categories A, C and D) Company:. Address: Send Evidence of Expedited Filing By: UCC RETRIEVALS, INC. Two typed originals of this form must be submitted for Email option. 7288 HANOVER GREEN DR. MECHANICSVILLE VA (city or town) See "Return of Evidence" in the Instructions. 23111 (state) f / l Hold for Pickup (Avaiiablte at 4:00 p.m.) (zip code) I I First-Class Mail •r , K < Telephone: ( 804 \ ) 559 - 5919 ^ 104 ext • USPS Express Mail f" Overnight via Email: (Prepaid envelope required.) • UPS • Fed Ex (Completed waybill required. For Fed Ex, the waybill must be computer-generated with a barcode.) ICEUSE ONLY — See Information & Instructions for description of Categories. — Expedited Service Requested: (mark service requested) *** Expedite Fee: *** (other fees may be needed - see footnote) •Category A Expedite Business Entity Document listed in Schedule A • Same Day Service (Received by 10:00 a.m.) n Next Day Service (Received by 2:00 p.m.) Category B Preliminary Review of Document listed in Schedule A (2nd Business Day Service Only - Received by 2:00 p.m.) •Category i $200 $100 $ 50 • Resubmission within 30 Days of initial Pre-Review (N/C) Expedite Business Entity Document listed in Schedule C $ 50 (Next Day Service Only - Received by 2:00 p.m.) •Category D Expedite Application for Reinstatement (Next Day Service Only - Received by 2:00 p.m.) *** $ 50 I/O Submit one payment for all applicable fees (e.g., charter/entrance, reinstatement, filing and expedite fees) REVIEW THE INSTRUCTIONS BEFORE SUBMITTING THIS FORM. p COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION AT RICHMOND, MAY 15, 2018 m « m a 0) <9 * The State Corporation Commission has found the accompanying application for a certificate of authority to transact business in Virginia submitted on behalf of T Retail Managing Member Corp. to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS IN VIRGINIA be issued and admitted to record with the application in the Office of the Clerk of the Commission, effective May 15, 2018. The corporation is authorized to transact business in Virginia, subject to all Virginia laws applicable to the corporation and its business. STATE CORPORATION COMMISSION Mark C. Christie Commissioner CORFACPT CISEMM 18-05-14-1217 A f* 60