Attached files
| file | filename |
|---|---|
| S-1 - LENDER TO LENDER FRANCHISE, INC | v198832_s1.htm |
| EX-2.1 - LENDER TO LENDER FRANCHISE, INC | v198832_ex2-1.htm |
| EX-3.2 - LENDER TO LENDER FRANCHISE, INC | v198832_ex3-2.htm |
| EX-10.4 - LENDER TO LENDER FRANCHISE, INC | v198832_ex10-4.htm |
| EX-10.6 - LENDER TO LENDER FRANCHISE, INC | v198832_ex10-6.htm |
| EX-21.1 - LENDER TO LENDER FRANCHISE, INC | v198832_ex21-1.htm |
| EX-10.1 - LENDER TO LENDER FRANCHISE, INC | v198832_ex10-1.htm |
| EX-23.1 - LENDER TO LENDER FRANCHISE, INC | v198832_ex23-1.htm |
| EX-14.1 - LENDER TO LENDER FRANCHISE, INC | v198832_ex14-1.htm |
| EX-10.3 - LENDER TO LENDER FRANCHISE, INC | v198832_ex10-3.htm |
| EX-10.5 - LENDER TO LENDER FRANCHISE, INC | v198832_ex10-5.htm |
| EX-10.7 - LENDER TO LENDER FRANCHISE, INC | v198832_ex10-7.htm |
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
LENDER TO LENDER FRANCHISE, INC.
Pursuant
to Section 607.1007 of the Business Corporation Act of the State of Florida, the
undersigned, being the Directors of Lender to Lender Franchise,
Inc. (hereinafter the “Corporation”), a Florida corporation, and desiring
to amend and restate its Articles of Incorporation, do hereby
certify:
FIRST: The
Articles of Incorporation of the Corporation were filed with the Secretary of
State of Florida on July 15, 2010, Document No. P10000058715.
SECOND: These
Amended and Restated Articles of Incorporation, which supersede the original
Articles of Incorporation and all amendments to them, were adopted by all of the
Directors of the Corporation and its shareholders on July __,
2010. To effect the foregoing, the text of the Articles of
Incorporation is hereby restated and amended as herein set forth in
full:
ARTICLE
I
NAME
The name
of the Corporation is Lender to Lender Franchise, Inc.
ARTICLE
II
DURATION
The term
of existence of the Corporation is perpetual.
ARTICLE
III
PURPOSE
The
Corporation may transact any and all lawful business for which corporations may
be organized under the Florida Business Corporation Act.
ARTICLE
IV
PRINCIPAL
OFFICE AND MAILING ADDRESS
The
principal office and mailing address of the Corporation is:
100
Second Avenue South, #300N
St.
Petersburg, Florida 33071
ARTICLE
V
CAPITAL
STOCK
The
maximum number of shares that the Corporation shall be authorized to issue and
have outstanding at any one time shall be One Hundred Five Million (105,000,000)
shares, of which:
(i) One
Hundred Million (100,000,000) shares shall be designated Common Stock, $0.0001
par value. Each issued and outstanding share of Common Stock shall be entitled
to one vote on each matter submitted to a vote at a meeting of the
shareholders;
(ii) Five
Million (5,000,000) shares shall be designated Preferred Stock. The
Board of Directors of the Corporation, by resolution or resolutions, at any time
and from time to time, shall be authorized to divide and establish any or all of
the unissued shares of Preferred Stock into one or more series and, without
limiting the generality of the foregoing, to fix and determine the designation
of each such share, the number of shares which shall constitute such series and
certain preferences, limitations and relative rights of the shares of each
series so established.
ARTICLE
VI
REGISTERED
OFFICE AND AGENT
The
street address of the Corporation’s registered office is: 100 Second
Avenue South, #300N, St. Petersburg, Florida 33071. The
name of the Corporation’s registered agent at that office is: Island
Capital Management, LLC.
ARTICLE
VII
INITIAL
DIRECTORS
The
initial director of the Corporation shall be Richard Vanderport.
ARTICLE
VIII
INITIAL
OFFICERS
The
initial officers of the Corporation shall be:
|
Name
|
Title
|
|
Richard
Vanderport
|
Chief
Executive Officer
|
|
Jeffrey
Bartlett
|
Chief
Operating Officer
|
|
Renee
Trout
|
Secretary
and Treasurer
|
ARTICLE
IX
AFFILIATED
TRANSACTIONS
The
Corporation expressly elects not to be governed by Section 607.0901 of the
Florida Business Corporation Act, as amended from time to time, relating to
affiliated transactions.
ARTICLE
IX
CONTROL
SHARE ACQUISITIONS
The
Corporation expressly elects not to be governed by Section 607.0902 of the
Florida Business Corporation Act, as amended from time to time, relating to
control share acquisitions.
ARTICLE
X
INDEMNIFICATION
The
Corporation shall indemnify any present or former officer or director, or person
exercising powers and duties of an officer or a director, to the full extent now
or hereafter permitted by law.
THIRD: The
foregoing amendments were adopted by all of the Directors and holders of all of
the outstanding Common Stock of the Corporation pursuant to section 607.1001 and
607.1003 of the Florida Business Corporation Act on July __,
2010. Therefore, the number of votes cast for the amendment to the
Corporation's Articles of Incorporation was sufficient for
approval.
2
IN WITNESS WHEREOF, the
undersigned has executed these Amended and Restated Articles of Incorporation
this __th day of July, 2010.
|
/s/Richard
Vanderport
|
|
Richard
Vanderport, Director, Chief Executive Officer
|
|
and
Sole Shareholder
|
3