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					Case 8:09-cv-00087-RAL-TBM           Document 16     Filed 01/26/2009    Page 1 of 12




                          UNITED STATES DISTRICT COURT
                           MIDDLE DISTRICT OF FLORIDA
                                 TAMPA DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

                       Plaintiff,

v.

ARTHUR NADEL,
SCOOP CAPITAL, LLC,
SCOOP MANAGEMENT, INC.,
                                                         CASE NO.: 8:09-cv-0087-T-26TBM
                       Dcfcndants,

SCOOP REAL ESTATE, L.P.,
VALHALLA INVESTMENT PARTNERS, L.P..
VALHALLA MANAGEMENT, INC.,
VICTORY FUND, LTD,
VIKIN G IRA FUND, LLC,
VIKING FUND, LLC, AND
VIKING MANAGEMENT, LLC.

                       Rclicf Dcfcndants.
                                                 /

            RECEIVER'S DECLARATION IN SUPPORT OF THE
      UNOPPOSED MOTION TO EXPAND THE SCOPE OF RECEIVERSHIP

       Burton W. Wiand declares as follows:

           1. I am an attorney with fowler White Boggs P.A. ("Fowler White") in Tampa,


Florida.

       2. In the January 21, 2009, Order Appointing Receiver (Doc. 8), the Court

appointed me Receiver over (a) defendants Scoop Capital, LLC ("Scoop Capital") and Scoop

Management, Inc. ("Scoop Management") and (b) relief defendants Scoop Real Estate, L.P.,

Valhalla Investment Partners, L.P.; Valhalla Management, Inc.; Victory IRA Fund, Ltd.;
Case 8:09-cv-00087-RAL-TBM                       Document 16       Filed 01/26/2009      Page 2 of 12




Victory Fund, Ltd.; Viking IRA Fund, LLC; Viking Fund, LLC; and Viking Management

(collectively, the "Receivership Entities;" and Scoop Real Estate, Valhalla Investment,
Victory IRA, Victory Fund, Viking IRA, and Viking Fund arc collectively refened to as the

"Hedgc Funds").

            3. By early afternoon on January 21,2009, I had entered and obtained control of


the offices of       the Receivership Entities (located at 1618 Main Street, Sarasota, FL 34236) and

had begun my investigation into the affairs of the Receivership Entities. Those offices also

were used by Arthur Nadel ("Nadel") as the headquarters for administering his control of

other businesscs (I rcfcr to those offices as thc "Offce").

            4. I have bcen assisted in my invcstigation by my attorneys, an accountant, and


information technology experts. Since I obtain             cd control of the Receivership Entities, I, my

attorneys, and/or my accountant have had discussions - including continuing discussions -

with a number of people associated with Nadel and/or the Receivership Entities, including

officers of some of the Receivership Entities and persons responsible for maintaining the


financial books of the Receivership Entities and of other businesses controlled by Nadcl, for

operating other businesses controlled by Nadel, for perfèm11ing accounting services, and for


administering the Hedge Funds.

            5. We have also reviewed documents located in the Office, documents obtained

from the accountant for the Receivership Entities, inforn1ation stored on the Receivership

Entities' computer network, documents obtained from other businesses controlled by Nadel,

and infonnation available in the public record.




                                                       2
Case 8:09-cv-00087-RAL-TBM            Document 16           Filed 01/26/2009    Page 3 of 12




         6. Our investigation has revealed information showing that additional businesses


controlled by Nadel and in which he had a full or partial interest were purchased and/or

funded with money derived from Nadel's fraudulent investment scheme (the "scheme").

         7. In Plaintiffs Emergency Motion and Memorandum of Law in Support of

Temporary Restraining Order and Other Emergency Relief (the "SEC's Emergency Motion")

(Doc. 2) and supporting papers, the Securities and Exchange Commission (the "SEC")

presented evidence showing that Nadel defrauded investors in the six Hedge Funds from at

least January 2008 until the time he fled the jurisdiction by "massively overstating the value

of   investors' interests in them." SEC Emerg. Mot. at 2,6.

         8. As shown by the SEC, Nadel defrauded invcstors through his control of the

Hedge Funds' adviscrs and managers, Scoop Capital and Scoop Management, which are now

in receivership. ¡d. at 4-6. Through those entities, Nadcl was ultimately responsible for


controlling the investments funds' invcstmcnt activities.

         9. As noted above, thc SEC prcsented cvidencc showing that Nadel defìauded

investors since at least January 2008. During our invcstigation, wc uncovered evidcnce

showing the fraud began at least as early as 2003 (and in all likelihood before then).

          10. Our investigation has revealed that for each Hedge Fund, the fund's
perforn1ance as disclosed to investors was based mainly on money and trading results that

Nadcl purported to have in two accounts: a brokerage account cleared through Goldman


Sachs Group, Inc. (in which money was purpOlicdly traded to generate the purported returns

Nadel was yielding) and a bank account (from which purported distributions and purported

redemptions were apparently paid). (While the disclosed performance of some funds at times




                                                3
Case 8:09-cv-00087-RAL-TBM            Document 16        Filed 01/26/2009       Page 4 of 12




also took into account investments purportedly held in other accounts, the value of those

purported investments did not meaningf'ully impact the analysis in the table below - the


overwhelming majority of the purported trading was supposed to take place in the Goldman

Sachs brokerage accounts).

       11. Below is a table comparing actual values of the Hedge Funds to the values as

represented to investors. Specifically, for each year-end from 2003 to 2007, the table lists the

actual value of the brokerage account of each Hcdge Fund (identified as "Actual Brokerage")

and the actual value of the bank account of each Hedge Fund (identificd as "Actual Bank").

The actual values of each fund for each analyzed timc period are addcd to determine the

actual total valuc of thc Hedge Funds as 0 f Deccmbcr 31 st; that value is idcntified in the row

labeled "Total Actual Valuc." Finally, the last row, labeled "Valuc Represented to


Investors," idcntifies the collective value of the f1.inds as of December 31st of each year

analyzcd in the table as reprcsented to investors and as used by Receivership Entities to

compute fees, returns, and other variables.




                                                4
Case 8:09-cv-00087-RAL-TBM                   Document 16            Filed 01/26/2009          Page 5 of 12




                            Value as of      Value as of       Value as of        Value as of        Value as of
                           12131103 ($)      12/31104 ($)      12/31105 ($)       12/31106 ($)       12/31107 ($)
                                                 Scoop Real Estate
Actual Brokcrage               fund not in    16,670,254.69    20,435,896.75       17,597,319.95      2,689,054.53
                                existence
Actual Bank                                   2,595,096.26        2,568,381.69       202,116.95        1,443,406.92


                                                   Victory Fund
Actual Brokerage            22,680,904.69    23,848,019.27     23 ,324,285.51      7,890,073.11       2,586,116.58
Actual Bank                  3,672,956.54     2,051,485.25         724,809.85        326,132.15         551,836.41


                                                    Victory IRA
Actual Brokcrage             5,898,125.28     13,070,558.97     17,746,441.12       9,981,754.77       1,096,190.22
Actual Bank                   283,477.20       J ,733,770.80      2,223,265.61       325,675.56          178,009.43


                                                Valhalla Investment
Actual Brokcrage             8,448,343.09     19,448,979.03      14,249,335.95      7,017,679.33       3,429,805.83
Actual Bank                    576,760.49      3,391,544.40       3,027,125.65       406,66 J .65         13,28 1.47



                                                    Viking Fund
Actual Brokerage            23,411,778.98     33,375,622.75     25,983,502.33      10,054,454. I I     2,036,992.89
Actual Bank                  1,382,193.93      5,184,911.6        2,112,871.9         185,311.70       1,583,67 1.26



                                                    Viking IRA
Actual Brokcrage            14,172,117.08     18,767,696.52      19,787,093.85      9,539,919.21       1,738,703.93
Actual Bank                    293,720.78      2,935,428.03         548,977. io       187,995.90        695,791.20


TOTAL ACTUAL                80,820,378.06    143,073,367.23    132,731,986.70      63,715,094.39      18,042,860.67
VALUE
VALUE                      128,953,97327     216,868,604.46    274,387,098.31     282,379,592.45     313,960,110.28
REPRESENTED
TO INVESTORS

                12. As the previous table shows, for 2003 through 2007 (and, as shown by the


SEC, also in 2008), the value of the Hedge Funds as represented to investors was

significantly       overstated. The investment returns and performance as represented to investors

were based on the overstated numbers and thus were also false.




                                                        5
Case 8:09-cv-00087-RAL-TBM          Document 16        Filed 01/26/2009      Page 6 of 12




       13. Evidence also showed that the Hcdge Funds directly or indirectly paid

substantial fees to Scoop Capital and Scoop Management, and to other Receivership Entities,

in the form of management, advisory, and/or profit incentive fees. SEC Emerg. Mot. at 5-6.

According to the Hedge Funds' documents, in 2003 the Hedge Funds paid a total of

$7,045,509.31 in fees; in 2004, thcy paid $14,156,501.17 in fees; 11 2005, they paid


$20,349,897.02 fees; in 2006 they paid $18,257,590.52 in fees; 11 2007 they paid

$19,873,365.00 in fees; and in 2008 they paid $15,854,930.76 in fees.

       14. Based on our investigation, it is likely that a significant sum of the proceeds of

Nadcl's scheme madc its way into other accounts controlled by Nadel and/or his wife,

Margucrite NadeL. For example, as dcmonstrated by the copies of checks attached hereto as

Exhibit A, in 2008 Nadel signed checks transferring at least $1,003,500.00 from Scoop

Capital to himself and his wife. Further, in 2003 and 2004 I have already seen

documentation showing that at lcast $685,000.00 was transferred to Nadel and his wife (and

have reason to believe that significantly more money was transfened to them). In short, it is

apparcnt from the documentation that large quantities of money were diverted from the

Hcdge Funds to Nadel and Mrs. NadeL. Indeed, to date we have not uncovered any source of

income for Nadel or his wife that was not in some manner funded with money from the

scheme.

          15. Documentation and other information that we have collected shows that

money derived from the scheme was uscd by Nadel to purchase and/or fund other businesses,

including Venice Jet Center, LLC, and Tradewind, LLC.




                                              6
Case 8:09-cv-00087-RAL-TBM                                 Document 16      Filed 01/26/2009   Page 7 of 12




           Venicc Jet Ccntcr, LLC

            16. To date, our investigation has revealed that Venice Jet Center, LLC ("VJC"),

is a Florida limited liability company fèm11ed in April 2006. See VJC filings with Florida

Secretary of State, attached hereto as Exhibit B. Its principal address is the Offce, and Nadel

is its registered agent and the managing member.

            17. Basecl on communications with counsel for Mrs. Nadel and documentation


that we have reviewed, it appears that Mrs. Nadel owns a 50% interest in VJC. However, the

infèm11ation we have gathered shows that the assets of VJC were purchased with proceeds of

the scheme, and that over time additional proceeds of the scheme have been transferred to

VJc.

            18. As part of my invcstigation, 1 and/or my attorneys have had discussions with

one of Nadel's sons (Chris Nadcl) and with Roger Gernigans. Based on those discussions,

we have learned that Mr. Gernigans is responsible for VJC's day-to-day operations and that

VJC is a viable business with potential to gencratc assets for the rcceivcrship cstate.

            19. However, Nadel's legal problems have created difficulties for VJC to access

moncy for its day-to-day operations and it is at risk of going out of                business. I believe VJC's

business operations would benefit from V JC's inclusion in this receivership and that the

eventual sale of          the business could generate assets for eventual distribution to creditors.

            20. According to documentation retrieved from the Officc, on August 8, 2005,

Nadcl cntered into an Assct Purchase Agreement to purchase a fixed base operation known

as "Triple Diamond Jet Center," which operated in the Venice Airport in Venice, Florida (a

copy of the Asset Purchase Agreement is attached hereto as Exhibit C).




                                                                        7
Case 8:09-cv-00087-RAL-TBM            Document 16         Filed 01/26/2009       Page 8 of 12




       21. Under the tenns of the Asset Purchase Agreement, Nadel agreed to pay

$2,795,000.00, including $2,695,000.00 payable at closing, and Dooley & Drake, P.A. was

named as the escrow agent and thc location for closing. See Ex. C '1'11.4.1., 1.8. fuiiJicr, the

Assct Purchase Agreement contemplated that Nadel would assign his interest to the

purchased assets (which was a 100% intercst) to an LLC. See id. ii 4.1.

       22. The documentation reveals that V.JC was formed in April 2006, and in the

same month the Triple Diamond Jet Center was purchased with a transfer of money on June

8, 2006, from Scoop Capital to Dooley & Drake, P.A., for $2,793,587.12. The ledger for the

Scoop Capital account from which the transfer OCCUlTed identificd the purpose of the transfer

as "For VJC Closing." Thus, despite the possible co-ownership of YJC by Nadel and his

wife, the assets held by VJC were purchased with money from Scoop Capital (and thus,

Nadel's scheme).


        23. Further, according to documents located in the Offce, since the formation of


VJC and its acquisition of assets as discussed above, Scoop Capital has made at least the

following transfers of money to VJC (it is likely that significantly more money was

transferred to VJC from Receivership Entities, and we continuc to look for evidcnce of

additional transfers):

Date               Payee                            Amount
06/11/06           VJC                                    $100,000
06/28/06           VJC                                     100,000
 10/24/06          VJC                                      75,000
 12/12/06          YJC                                      50,000
                   TOTAL:                              $325,000.00




                                                8
Case 8:09-cv-00087-RAL-TBM            Document 16      Filed 01/26/2009      Page 9 of 12




       Tradewind,LLC

       24. The information that we have reviewed to date shows that Nadel was also the


managing member of another limited liability company named Tradewind, LLC

("Tradewind"). Tradewind was formed in Delaware in January 2004, and registered for the

first time in Florida in March 2008. See Tradewind Filings With Florida Secretary of State,

attached hereto as Exhibit D. Nadel is Tradewind's managing member and its registered

agent, and Tradewind's principal address is the Offce. As with VJC, it appears that Mrs.

Nadel has an interest in Tradewind.

       25. Based on my discussions with Receivership Entities' personnel, Chris Nadel,

and an individual involved in Tradewind's business affairs (Edward Loughlin) and a review

of information obtained from the Office, I have learned that Tradewind owns and controls at

least 5 aircraft and owns airport hangars at the Newnan-Coweta County Airport in Georgia.

       26. My investigation has also revealed that Tradewind was funded with money

from Nadel's scheme. Specifically, recent financial statements obtained from Nadel's and

Receivership Entities' files show that Tradewind's liabilities include loans from Scoop

Capital (in the amount of $2,490,146.77), Scoop Management (in the amount of $80,000),

and Nadel and his wife ($676,575.00). See Tradewind Balance Sheet at 1, attached hereto as

Exhibit E. Because, in all likelihood, significant sums of Receivership Entities' money were

transferred to Nadel and his wife (see supra '114), even the loan from them likely consisted

of Receivership Entities' money. Even though Mrs. Nadel may have an interest in the

company, Tradewind was overwhelmingly, if not completely, funded with proceeds from

Nadel's scheme.




                                             9
Case 8:09-cv-00087-RAL-TBM           Document 16      Filed 01/26/2009      Page 10 of 12




        27. For example, the Reccivership Entities' documentation shows that between


January 2004 and December 2008, at a minimum thc following transfers of money were

made from Scoop Capital directly to Tradewind or for Tradewind's benefit.

Date             Payee                      Amount
01/16/04         Insured Aircraft Title           $50,000
01/29/04         UnizanBank                       152,000
03/31/05        Trac!ewind                        200,000
02/07/06         Tradewind                        100,000
03/08/06         Tradewind                         50,000
04/05/06         Insured Aircraft Title *         100,000
05/05/06         Tradewind                        200,000
05/05/06         Tradewind                        200,000
05/08/06         Tradewind                         50,000
05/09/06         Tradewind                         50,000
 OS/22/06        Tradewind                         50,000
 06/11/06        Tradcwind                        100,000
 06/28/06        Tradewi nc!                       50,000
 07/05/06        Tradewind                         50,000
 08/03/06        Tradewind                        100,000
 08/17/06        Tradewind                         50,000
 08/24/06        Tradewind                        100,000
 09/11/06        Tradewind                         50,000
 09/1 1/06       Tradewind                         50,000
 09/28/06        Tradewind                        150,000
 10/16/06        Tradewind                        150,000
 i 1/03/06       Tradewind                        100,000
 11/14/06        Tradcwind                        100,000
 12/1 1/06       Tradewind                        100,000
 12/19/06        Tradewind                         50,000
 01/08/07        Tradewind                         50,000
 01/12/07        Tradcwind                         50,000
 01/29/07        Tradcwind                         50,000
 02/14/07        Tradewind                         50,000
 04/09/08        Tradewind                         75,000
 05/07/08        Tradewind                         50,000
 05/13/08        Tradewind                         20,000
 05/14/08        Tradewind                         10,000
 06/02/08        Tradewind                         90,000



                                             10
Case 8:09-cv-00087-RAL-TBM                   Document 16         Filed 01/26/2009     Page 11 of 12




07/07/08                   Tradewind                       100,000
08/14/08                   Tradewind                        80,000
08/25/08                   Tradewind                        20,000
09/02/08                   Tradewind                        60,000
09/30/08                   Tradcwind                        20,000
 i 0/03/08                 Tradcwind                        20,000
 i 0/13/08                 Tradewind                        20,000
 10/25/08                  Tradewind                        20,000
 11/11/08                  Tradewind                        25,000
 11/18/08                  Tradewind                         5,000
 11/21/08                  Tradewind                        30,000
 12/09/08                  Tradewind                         6,000
 i 2/15/08                 Tradewind                        30,000
 12/23/08                  Tradewind                        13,000
                            TOTAL:                      $3,296,000

 * Theses transfers were made in connection with the purchase or lease of one or more
 aircraft for Tradewind.

             28. Those documents also reveal that the following transfers of money were made

 hom an account titled in the name of Scoop Management to Tradewind:

         -
                    Date                             Payee                          Amount
 02/17/04                                Tradcwind                                          1,000.00
 03/01/04                                Tradewind                                         50,000.00
 OS/27/04                                Tradewind                                         50,000.00
 09/19/05                                Tradewind                                         50,000.00
 10/25/05                                Tradewind                                         20,000.00
 04/17/06                                Tradewind                                         50,000.00
                                         TOTAL                                           $221,000.00

             29. Similarly to VJC, Tradewind appears to be a viable business with potential to

 generate assets f~H the receivership estate. However, Nadel's legal problems have created

 operational difficulties for Tradewind, and I believe Tradewind's business operations would

 benefit from the inclusion of         Tradewind into this receivership.




                                                       11
Case 8:09-cv-00087-RAL-TBM           Document 16         Filed 01/26/2009       Page 12 of 12




       I declare under the penalty of perjury that the foregoing is true and correct and is

executed this 26th day of January, 2009.


                                           ~'ÜBurton W. Wiand, as Receiver
                                              c/o FOWLER WHITE BOGGS P.A.
                                              501 E. Kennedy Blvd.
                                              Suite 1700
                                              Tampa, FL 33602
                                              TeL. 813.228.7411
                                              Fax 813.229.8313
                                              bwiand(£fowlerwhite.com
          Case 8:09-cv-00087-RAL-TBM                            Document 16-2              Filed 01/26/2009               Page 1 of 16
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Account                          Date           Amount                    Serial Number Sequence                              Status

000002000712702157 02-14-2008 $300,000.00                                 000000000001144 00000000005957490390 Posted Items


                        Wachovia Bank, N.A certifies that the above image is a true and exact copy of
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                                                                        Page 7
                                                                                                                                        EXHIBIT A
             Case 8:09-cv-00087-RAL-TBM                         Document 16-2                Filed 01/26/2009              Page 2 of 16                        - -i
                          . - ..-to ro'tJ      An..ri -'i. ..
        SCOOP CAPAL LLC

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        166 MAN STRET
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Account                                 Date        Amount                  Serial Number Sequence                            Status
000002000712702157 06-03-2008 $100,000.00                                   000000000001163 00000000005558139320 Posted Items

                                Wachovia Bank, N.A certifies that the above image is a true and exact copy of
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                                                                          Page 27
         Case 8:09-cv-00087-RAL-TBM Document 16-2                Filed 01/26/2009 Page 3 of 16
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                                                                    Page 29
              Case 8:09-cv-00087-RAL-TBM                                 Document 16-2                          Filed 01/26/2009   Page 4 of 16



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                                                                                       Page 45
                Case 8:09-cv-00087-RAL-TBM                          Document 16-2         Filed 01/26/2009          Page 5 of 16
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                                                                             Page 63
              Case 8:09-cv-00087-RAL-TBM             Document 16-2         Filed 01/26/2009          Page 6 of 16

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                                                              Page 49
              Case 8:09-cv-00087-RAL-TBM                                    Document 16-2                 Filed 01/26/2009            Page 7 of 16
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                                                                                        Page 60
          Case 8:09-cv-00087-RAL-TBM             Document 16-2               Filed 01/26/2009           Page 8 of 16
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                                                            Page 67
            Case 8:09-cv-00087-RAL-TBM                              Document 16-2              Filed 01/26/2009          Page 9 of 16
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                                                                             Page 69
                                                                        -
      Case 8:09-cv-00087-RAL-TBM                Document 16-2                Filed 01/26/2009                   Page 10 of 16

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                                                           Page 71
      Case 8:09-cv-00087-RAL-TBM

    SCOO CAPAL, LLC
                                                       Document 16-2
                                                                         --~-'-Filed 01/26/2009                ~~.~- 16
                                                                                                               Page 11 of


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                                                              Page 75
          Case 8:09-cv-00087-RAL-TBM                      Document 16-2                  Filed 01/26/2009                   Page 12 of 16
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                                                                    Page 79
          Case 8:09-cv-00087-RAL-TBM               Document 16-2                    Filed 01/26/2009     Page 13 of 16
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                                                           Page 80
     Case 8:09-cv-00087-RAL-TBM Document 16-2 Filed 01/26/2009 Page 14 of 16
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                     the original item issued by the named customer, and was produced from original
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                                                          Page 81
          Case 8:09-cv-00087-RAL-TBM                    Document 16-2                   Filed 01/26/2009          Page 15 of 16
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                                                                           Page 82
          Case 8:09-cv-00087-RAL-TBM                                      Document 16-2                    Filed 01/26/2009       Page 16 of 16


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                                                                                Page 83
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Case 8:09-cv-00087-RAL-TBM                                                                    Document 16-3                                                 Filed 01/26/2009                                                Page 1 of 7




                                                                          Florida Departent of State fi.
                                                                                             Division of Corporations V
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                                     rbone           (941) 954-4.6.91
                                     Fax Numei:      (94.) 934-.228

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                                                                                                                                                                                                                                               EXHIBITB
    Case 8:09-cv-00087-RAL-TBM        Document 16-3          Filed 01/26/2009   Page 2 of 7
                                                                                             P.Ø2
 APR-i8-20Ð6 14:02, . NORON HAMMERSLEY

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                                  MTICLEs 01i ORG.IZA~:rON
                                              OF

                                  VENICE in~ C'Nn:R, LLC


              The unde~s1gned person, ~etinq as the or~an1zar of VEIcE JE~

       CENTER, LLC, under th.e Florida Iiimited Liab1U.ty Company Act,
       ChaptQx 60B, tlor1da Statute31 adopts the tollowinq Artioles of
                                                                                  -.
                                                                                  ~(,.,      C)
       Organ;ii:ation:                                                            ïr"        01
                                                                                             ::
                                       ARTICL r - m:
              The name cf thi& limited liability company is~
                                                                                  1--
                                                                                  ~:. ~:.
                                                                                  " -
                                                                                  ~. .
                                                                                  V"~..
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                 _ ~ A              VJNICE JE'I CETE:Rr LLC

                 ARTICL ix .. COMNCEMENT P.P DURTION OF :EXIST~CEf::~
              The Qxistence of the company wiii èommenc~ on th_ date thQse
                                                                                  ..,
                                                                                  C'..
                                                                                  ~'--.
                                                                                  .~..- .
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       ~~icle$ of Orqanization are filed with the Florida Depart~ent o~
       stat~, and th$ eKistence of the comp~y shaLl b. perpetual.
                                    ARTICLE ¡II ~ PUPSE
              'rbe company iny transact any or all law~l businesß for which

       a li.i ted liabilá. ty company may bé oi:qaniz(ld und&r the Florida
       Lir ted ~iabii~ ty Company Act.

                   JUU'ICL:S XV - ¡NIT.I REGISTERED AGENT Jl OFFICE
              The street add~ess of the initial req1stered office of the
       cOm.a~y is i619 Main St~eet, Sarasota~ FL 34236, ~nd the n~e ~f
       the company. s initial ~egistered aqent at that address is ARTHoa
       NADEL.


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                                              i
                                                                           H060001035413
   Case 8:09-cv-00087-RAL-TBM           Document 16-3     Filed 01/26/2009    Page 3 of 7
                                                                                       P.Ø3
, AP~-18..20ØG 14: Ø3 NORTON HA!'MESLEY

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      .
                                   ARTICLE V - PLAE OF BUS!NESS
               The m~1linq address and the street ~ddre8s of the prineip~¡




                       .- - ,
        office of the company is 1618 Main Street, Sarasota, rL 34236.


                       ARTICLE VI - ADISSION OF AnOITIONA MEERS
               The right of the inQIers to admit a.dditional meiei:s ~l'd the
        ter. and condi tions of the adm16sion$ shall be ré~trieted solely
        to those m~grS apP~Qved by ~he written COUsênt of a majority in
        interest of the then-Elxistinq iietei.s and upon such tarIs and
        cond tions as shall be set torth i~ i ts re~lation$.

                              ARTICLE VI! - MAAGENT BY MEBRS
               The business of thQ ~any $hall be manaqed by the mem~~s in
        prqportion to their contributions to tbè capital of the comany, as

        adju.'ted from tlie to tins. to properly reflect any additiotil
        contributions or withdrawals by the member~.


                                    MTICL:E VIII .. REGULTIONS,

               The pQWei: to adopt, altiar, aneid, or repeal the regulations of

        the company is vested .xclu~ively in the memers of the comp~y.
                                      AR~ICLe IX - ORGANIZER
               The name a.nd street address of thø or9anizer executing thesQ

        Articles of organization is:
                                    AR1'UR NAEL
                                    1618 Main street
                                    Sarasota, it 3423G'



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                                                                             H060001035413
                                                                             _.,-- _~ ._ ... '1
  Case 8:09-cv-00087-RAL-TBM      Document 16-3   Filed 01/26/2009   Page 4 of 7
                                                                             P.04
RPR-18-20Ø 14~Ø3 NOTON HAMMERLEY
_.flO 6000 lj)3? 41~_...



                   ARTICLE X - TEFMINATION OF MEeRSHIP XNTEREST
             The company shall not bQ dis501ved upon the deathJ retiremnt,

      resignatiou, expulsion, bankruptcy, O~ dissolution of a ~ér or
      the occurr~nce of any othar event which terminates the continued

      memership ot a mset in the company,


                ARTICLE XI - AMDMii'l OF AATICLS O.l ORGArZAT10N
             Any ;¡endmnt to the Articlea of Orqanization shaii be
      approved by ~ majo~1ty in intè~èSt of the ~amers and shall be as

      p~escribed by the Seotetary of State of the State ot Florida.



      DATE.D: Atl( I L. t ~         , 2005.




                     (In accordance with Section 60S.40El (3) i
                    ~iorida statutes, the .~~cution of th1$
                    document constitutQ~ an affir.ation und~r the
                    penaltiQs of perjury that the facta stated
                    herein are true.)




                                        AR~
      ~ .115-1 oaO~~301.~eI1)
                                          3

                                                           ._.1...990iO'p~4i~ .- :
    Case 8:09-cv-00087-RAL-TBM           Document 16-3      Filed 01/26/2009    Page 5 of 7
                                                                                         ?øs
. ,APR-1B-2Ø06 14:03           NORTON HANMERSLEY




       B06000ta3e~~? "'.
       -- ....-..

                                   ACCEPT1\CE OF .RGIS~RE:O AGN~


                Pursuant to section 608.415, Flo~ida statutß$, the !o11o~~q
         is subiri tc:ed..

              That VEiC~ JET CETER, LLC, desiring to o~anize as a li~ted
         liability company unde~ the laws Of the Statè of Florida with its
         ini tial regi~tered office, as 1ndieated in ita Aríoies of
         Organization, at 1618 Main streQt, ss~asota, FL ~4236, has naed
         ~TßU NAEL as 1 ts agefit to accept service or process wi thin the
         state of F1orida.

                Ha-vinr¡ btien named to accept serviee of' process tor 'VICE JET
         CENTER, LLC at the pla~. designated in this document, the
         undersigned agrees to act 1n th~t capkoity and to comp1y with the
         pi:o~isions of the Florida Li:tited Liability Coçany Act" &/J
         am~ndedt rela.tive to keeplng ope:r the :illg-istered office. '1he
         'ldei:si~ed is t~liar with, ;,nd accepts the oblig.ation~ ot,.
         SQction 608.415, Florida Statutes.

         DAn:: M~ It, I g-                  ,.2006.




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                                                                                         TOTAL P.Ø5
              Case 8:09-cv-00087-RAL-TBM                     Document 16-3                   Filed 01/26/2009 Page 6 of 7
2007 LIMITED LIABILITY COMPANY ANNUAL REPORT                                                                FILED
                                                                                                         Jan 18, 2007
DOCUMENT# L06000040354                                                                                Secretary of State
Entity Name: VENICE JET CENTER, LLC


Current Principal Place of Business:                                 New Principal Place of Business:
1618 MAIN STREET
SARASOTA, FL 34236

Current Mailing Address:                                             New Mailing Address:

1618 MAIN STREET
SARASOTA, FL 34236

FEI Number: 20-4719423        FEI Number Applied For ( )     FEI Number Not Applicable ( )       Certificate of Status Desired ( )

Name and Address of Current Registered Agent:                        Name and Address of New Registered Agent:
NADEL, ARTHUR
1618 MAIN STREET
SARASOTA, FL 34236 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:
                 Electronic Signature of Registered Agent                                                Date
MANAGING MEMBERS/MANAGERS:                                           ADDITIONS/CHANGES:

Title:                   ( ) Delete                                  Title:         MGRM ( ) Change (X) Addition
Name:                                                                Name:          NADEL, ARTHUR
Address:                                                             Address:       1618 MAIN ST
City-St-ip:                                                          City-St-Zip:   SARASOTA, FL 34236 US




I hereby certify that the information supplied with this filing does not qualify for the for the exemption stated in Chapter 119,
Florida Statutes. I further certify that the information indicated on this 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 608, Florida Statutes.

SIGNATURE: ARTHUR NADEL MGRM 01/18/2007
                Electronic Signature of Signing Managing Member, Manager, or Authorized Representative 1 Date
               Case 8:09-cv-00087-RAL-TBM                      Document 16-3                  Filed 01/26/2009 Page 7 of 7
2008 LIMITED LIABILITY COMPANY ANNUAL REPORT                                                                FILED
                                                                                                          Apr 15, 2008
DOCUMENT# L06000040354                                                                                  Secretary of State
Entity Name: VENICE JET CENTER, LLC


Current Principal Place of Business:                                 New Principal Place of Business:

1618 MAIN STREET
SARASOTA, FL 34236

Current Mailing Address:                                              New Mailng Address:

1618 MAIN STREET
SARASOTA, FL 34236

FEI Number: 20-4719423       FEI Number Applied For ( )       FEI Number Not Applicable ( )        Certificate of Status Desired ( )

Name and Address of Current Registered Agent:                         Name and Address of New Registered Agent:
NADEL, ARTHUR
1618 MAIN STREET
SARASOTA, FL 34236 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:
                   Electronic Signature of Registered Agent                                                 Date

MANAGING MEMBERS/MANAGERS:                                            ADDITIONS/CHANGES:

Title:         MGRM ( ) Delete                                        Title:                    ( ) Change ( ) Addition
Name:          NADEL, ARTHUR                                          Name:
Address:       1618 MAIN ST                                           Address:
City-St-Zip:   SARASOTA, FL 34236 US                                  City-Sl-ip:




 I hereby certify that the information supplied with this filing does not qualify for the exemption stated in Chapter 119, Florida
 Statutes. I further certify that the information indicated on this 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 608, Florida Statutes.

 SIGNATURE: ARTHUR NADEL MGRM 04/15/2008
                  Electronic Signature of Signing Managing Member, Manager, or Authorized Representative 1 Date
           Case 8:09-cv-00087-RAL-TBM                           Document 16-4        Filed 01/26/2009      Page 1 of 12



                                                   ASSET PURCHASE AGREEMNT

                        Ths Agreement entered into on the8 ~day ofa A LE W'0005, between
               TRLE DIAOND ENTRISES, LLC, a Florida ~bility Company, whose
               address is Post Office Box 1967, Nokolls, Florida, 34274 (herein the "Sellet') and
               Arhur Nadel and/or permtted assigns, 1618 Main Street, Sarota, FL 34236 (herein the
               "Buyer"). (Buyer and Seller herein are sometimes referred to as the "Pares")

                        "VHREAS, Seller conducts a fied based                   operation known as ''Triple Diamond
              Jet Center" located at 220 A.iie and othei businesselocatd at 4QOort
              Avenue at the Venice Airport, Venice, Florida (hereinafer collectively the "Business");
               and .

                      WHEREAS, Seller desires to sell, and Buyer desirs to purchase substantialy all
              of the assets of the Business;

                        NOW, THEREFORE, in consideration                   of the above recitals, and the mutu
              pfûiuises made hereiii, and il eurisideratioii of the representations, warranties, and
              covenants herein contaed, Seller and Buyer hereby agree as follows:

                        Section 1. Purchase and Sale

                      1.1 Agrement to Sell and Purchase Assets. Subject to the terms and
              conditions set fort in ths Agreement, Seller shal sell, transfer, convey, and deliver to
              Buyer, and Buyer shal purchase, acquire and accept from Seller al of Seller's right, title
              and interest in and to the following assets:

                        (a) The          fixed base opration of the Business;cm.gwg~
             .. those cert Lease Agreements between Seller and The City of Venice,
              and those cert hangars, one with approxiately 10,00 square feet, and the other 2,500
              squar feet;

                       (b) Work in Progress. Al of Seller's Work in Progress related to the Business
              existig at the time of the Closing Date;


                     (c) Inventories. Al of Seller's items held for resale in the Business, in each
              case wherever located including, without litation, al items listed in Schedule L1(a);


                       Cd) Offce and Other Equipment. Al equipment relating to the Cockpit Cafe
              and fied base operation, offce furnture, offce equipment, telephones, pagers,
              computers, computer perpheras, computer softare, and offce supplies which are used
              in the Business includig, but not limited to, those items listed in Schedule L1(b);

                    (e) Other Contracts. Al Seller contracts related to the assets sold herein
              including, but not linuted to, the lease agreement with Hert and other leases in force at
              the tie of the execution of this Agreement;


                    (f) Customer Records, Business Records. Al data and records related to the
              operations of the Business, including client and customer lists, referral sources, service


                                                                 Page 1 of 12



AUG-5-2005 FR1 01: 28PM 10:
                                                                                                EXHIBIT C

                                                                                                            PAGE:   2
                                                                                                                      Ð~
            Case 8:09-cv-00087-RAL-TBM                                 Document 16-4      Filed 01/26/2009      Page 2 of 12



                  and warty reords, equipment logs, financial and accounting records, advertising
                 materials, correspondence and other simar documents .and records and copies of all
                 personnel records;

                             (g) Trade Names. The trade name "Cockpit Cafe", and al title and interest in
                 and to said trade name, and al existing telephone numbers, and telephone listigs relating
                 to the Business;

                        (h) Permts. All rights of Seller in or related to permts primary related to
                 the Business or one or more of the assetS acquired, to the extent such rights may be
                 lawfully trsferred to Buyer or are necessar for opration of the Business;


                             (i) Equipment Leases. Seller's interest in the leases of assets listed in
                 Schedule 1. l(c) and Seller's rights under any leases of assets not listed in such Schedule
                 which are used in the Business, including, but not lited to, the weather service lease;
                 and

                            G) Other. Al other property uÍ SeHer described in Seheòule 1.i(d).
                        1.2 Buyer's Option. Buyer shal              have the option, which shall be
                 exercised on or before the end of the Due Digence period referred to hereinafer in
                 Paragraph 2. 1, to purchase the restaurant preinses formerly known as the 44th Aero
                 Squadron, located at 222 Aiort Avenue, Venice, FL ("Restaurt Premises") for the
                 additional consideration (exclusive of                  the Puchae Price set fort in Paragraph 1.4.1) of
                 the sum of Five Hundred Thousand and No/lOO Dollar.
                                                                                          ($500,00.00).
                            1.3 Excluded Assets. Notwithtadig anytg to the contrar contaied in
                Paragraph 1.. or elsewhere in ths Agrment, the following assets (collectively, the
                "Excluded Assets") are not par of the sale and purchae contemplated hereunder and are
                excluded from the assets to be sold and shal remai the property Of Seller after Closing:

                       (a) Any and all airplanes owned by Seller, including log books for said
                ailanes, and al pars for said ailanes.
                            1.4 Puchase                   Prce.
                                          1.4.1 The aggrgate consideration for the Assets set forth in Paragrph
                1.1 (the "Purchase Price") shall be Two Miion, Seven Hundred and Ninety Five
                Thousand and NolOO Dollars ($2,795,00.00), payable to the Seller as follows:

                           (a) An earest money deposit in the sum of One Hundred Thousand Donars
                ($100,000.00) shal be due and payable contemporaneously with the execution of this
                Agreement, to be held in escrow by Dooley & Drake, P.A.;

                           (b) On the Closing Date, as set forth herein in Paragraph 1.8, the balance of
                the Purchase Price, Two Mion, Six Hundred Ninety Five Thousand and NolOO Dollars
                ($2,695,00.00) shal be delivered by Buyer to Seller, by cashier's check or imediately
                avaiable funds to the Seller's ban account;




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                                      1.4.2 In the event Buyer exercises th~ option to purchase the Restaurant
               Premises in accordance with Pargrph 1.2, on the Closing Date, an addtional Five
               Hundred Thousand and No/lOO Dollars ($500,000.00) shal be delivered by Buyer to
               Seller, by cashier's check or immediately available funds to the Seller's ban account.

                          1.5 Asmption of Liabilties. Buyer shall not assume or discharge or be
               liable for any debts, liabilties, or obligations of Seller, including, with out limitation: (a)
               any liabilties or obligations of Seller to creditors or shareholders as such or as creditors;
               (b) any liabilties or obligations of Seller with respet to transactions occurg afer the
               Closing; (c) any obligation of Seller with respect to income tax or other tax measured on
               income incured or arsing out of the sale of the Assets; (d) any contigent liabilties or
               obligations of Seller. Furtermore, pnor to or at closing, Seller shall reta, or otherwise
               satisfy the following liabilties:

                          (a) Trade Payable. Any trade account payable arsing in the Business that
               remains unpaid as of the Closing Date.

                          \ .DjJ!UYvv D~110lU¡:. ruy ll(1llUJ Lu C'n.11.._'.. o.....l_"ui:ait" ..l"'t -:"""'I",ø-rl hAnl1c
                          riU)\ D__l_....... D.._...t.~ A_....l....l.:1:4-...... vvllv! "vlllP.LV,yI,LI .LV'" .."''"L.... IJVU,"",
               vacation hours, sick pay and accrued benefits under any other existig employee benefit
               plan.

                       (c) Waranties to Customers. Any liabilities for waranties given by Seller to
               its customers in the ordiary course of business prior to the Closing Date.

                     (d) Customer Contrcts. Any liabilty to Seller's customers incured under
               any contrt described in Schedule 1.4 (e).

                      (e) All    local and state taxes on the Business and operations of Seller shal be
               paid and curent as of closing.

                          1.6 Alocation of Puchase Price. The Pares agree to alocate the Purchase
               Prce among the acquired assets in accordance with the alocation set fort in Schedule
               1.6. The Pares shal consistently follow such alocation for al tax purpses and in al
               figs, declarations and reports with the Internal Revenue Service, including the reports
               required to be fied under Section 1060 ofthe Internal Revenue Code of 1986, as
               amended. In any proeeding related to the determation of any tax, neither Buyeruor
               Seller sha contend or represent that such alocation is not a correct allocaton.

                          1.7 Sales and Transer Taxes and Fees. All applicable sales, trsfer,
               documentar, use, filg, and other taes and fees that may be due or payable as a result
               of the. conveyance, assignent, trsfer, or delivery of the Assets as provided herein
               whether levied on Buyer or Seller shal be borne by Buyer.

                          1.8 Closing. The purchase and sale provided for in ths Agreement (the
               "Closing") sha tae place at the offces of Dooley & Drake, P .A., upon the approval of
               the assignment ofthe leases frm The City of                               be a
                                                                           Venice (which approval shal

               condition to such closing), and withi thiy (30) days from the expirtion of the Due
               Dilgence Period referred to hereinafer in Paragraph 2.1 (uness termated by Buyer), or
               such other date as the Seller and Buyer may mutuly determe (the "Closing Date").


                                                                  Page 3 of 12


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                      1.9 Closing Obligations. In addition to any other documents to be delivered
              under other provisions of ths Agreement, at Closing:

                      (a) Seller shal deliver to Buyer:


                               (i) a bil of sale for al of the Assets tht are tangible personal
                                      property (the "Bil of Sale" executed by Seller)~

                               (ii) an assignent of al of the assets that are intangible personal
                                         propert;
                               (iii) assignments of al intellectual property assets, if any;
                               (iv) Such other dees, bils of sales, assignents, certcate of title,
                                      documents and other intrents of transfer and conveyance as
                                         may reasonably be requested by Buyer, each in form and
                                         substace satsfactory to Buyer and its legal counsel and
                                         exected by Seller;
                              (v) Assignrnent of the lease ageement wiLl) Ll)e City of Venice for
                                         the preiises at 400 Aiort Avenue and 220 Venice Avenue,
                                         Venice, Florida 34285, executed by Seller; and,
                              (vi) A certficate executed by Seller as to the accurcy of the
                                         representations and waranties as of the date of ths Agreement
                                         and as of the Closing in accordace with Paragraph 8.1 and as to
                                         its compliance with and performance of their covenats and
                                         obligations to be performed or complied with at or before
                                         Closing in accordance n/iL1- Section 5.

                      (b) Buyer shal deliver to Seller:

                              (i) The remaining balance of              the Purchase Price in the sum of     Two
                                         Milion, Six Hundred Ninety Five Thousand and No/oo Dollars
                                         ($2,695,00.00) by cashier's check or imediately avaiable
                                         fuds; and
                              (ü) In the event Buyer shall have exercised the option to purchase
                                         the Restaurant Premises in accordance with Paragraph 1.2, Five
                                         Hundred Thousand and No/lOO Dollar ($500,00.00) by
                                         cashier's check or imediately avaiable funds.

                     1.10 Prorations. Tangible personal property taes on the equipment included
              in the Assets shal be prorated between Seller and Buyer as of the Closing Date.

                     Section 2. Inspections

                     2.1 Due Digence. There shall be a Due Diligence Period beginng on
              the exection date of ths Agreement and ending on the date that is sixty (60) days
             thereafer. Durig the Due Dilgence Period, Seller shal provide Buyer with al
             reasonable access to the books and records of the business (defined as Operatig
             Statements, leases, service contracts, title inurance policies and/or sureys), and any and


                                                             Page 4 of 12




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                           al documentation related thereto, as well as                       physical access to the premises durg
                          ordinary business hours.


                                      2.2 AS-IS. EXCEPT FOR THE WARTIS SET FORTH IN THI
                          AGREEMENT næ IMPROVEIvNTS AND PERSONAL PROPERTY AR BEING
                          SOLD AN PURCHASED IN THEIR EXITIG "AS-IS" CONDIDON, WI AL
                          DEFECTS AN FAULTS Ai'I WIHOUT ANY WARTY, EXPRESS OR
                          IMLIED, AS TO MERCHA ABILIT, FITNSS OR USE FOR A PARTICULAR
                          PURCHSE, OR WORKSHI.
                                     Section 3. Representations and Waranties of Seller.

                                      Seller hereby represents             and warants to Buyer as follows:

                                  3.1 Organzation and Good Standin. Triple Diamond Enterprises, LLC, is

                                                          - - - '" i
                          duly organed, valdly existig and in good standig under the laws of the State of
                          Florida and has allrequisite power and authority to car on its business as it is nresently
                          conducted. Triple Diamond Enterprises. LLC, has no subsidiares and, furter, has no
                          diect or indirect interest, either by way of stock ownership or otherwise, in any                         other
                          form, corporation, association, or business.

                                      3.2.. Authority. Triple Diamond Enterprises, LLC, has all requisite power and
                          authority under applicable corporate law to execute and deliver this Agreement and to
                         perform the tranactions contemplated hereby. The execution
                                                                                                                  and delivery of ths
                         Agrment and the consumation of the transactions contemplated hereby have been
                         duly authorized by Paul E. Hostetler, managig member or Triple Diamond Enterprises,
                         LLC, and no other approval is necessar for the execution, delivery and performce of
                         this Agreement. This Agreement constitutes a legal, vald and bindig obligation of
                         Seller, enforceable agaist Seller in accordace with its temis.

                                     3.3 Magig Member. Paul E. Hostetler, is the managig member of
                         Triple Diamond Enterprises, LLC.

                                     3.4 No Confct. The execution and delivery of tbis Agreement by Seller
                         and the consumtion of the trsactions contemplated hereby do not and wil not: (a)
                         requi Seller to fie any notice with or obta any consent, approval, authonzation or
                         exemption from any governenta agency or private person, (b) violate any applicable
                         legal requirement or order, or (c) constitute a default or breach under any contract to
                         which Seller is a par or by wbich Seller or any of the purchased assets are bound.


                                    3.5 Title to the Asets. Seller has good and marketable title to the Assets and
                         the Businesses being sold to Buyer pursuant to th Agreement and all of the Assets and
                         the Businesses will be free and clear of al
                                                                     liens and encumbrances, except for tangible
                         personal propert taes for 2005, at closing. The futue, fitues, and equipment ar in
                         goo condition and repair except for reasonable wear and tear.

                                3.6 Compliance with Law and Other Instruments. The Seller is not in
                        violation'of any term or provision of any charer, bylaw, mortgage, indenture, contract,
                        agreement, instrment, judgment, decree, order, statute, rue or regulation, and the


                                                                                   Page 5 of 12


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              execution and delivery of any performance and compliance with ths Agreement wil not
              result in the violation of, or be in confct with, or constitute a default under, any such
              term or provision or reult in the creation of any mortgage, lien, encumbrace, or charge
              upon any of the properties or assets of any Seller puruant to any such term or provision

                          3.7 Taxes. Seller ha properly completed and fIed with the ti and in the
              maner prescribed by law, al local and stae requied tax retus and other documents
              requi to be filed in respect to the        Businesses, and al such returns and other documents
              are tre, corrt and complete in al material respects. Seller has, with the tie and in
              the maner prescribed by law, paid al taxes tht ar due and payable. If requied, Seller
              has established reserves on its books that are adequate for the payment of al taxes not yet
              due and payable or that are being contested in good faith. There are no encumbraces or
              liens on any of the Assets that arose on connection with any faiure (or aleged faiure) to
              pay any tax, and Seller has no knowledge of any basis for asserton of any clai
              attrbutable to taes which, if adversely determned, would result in any such
              encumbrance or liens.

                         3.8 Inil~ce. Seller maitains süch pûlicics ûf insurance cover.ig the
              Assets, including coverage for personal       liabilty and other coverage as Seller believes are
              adequate for the conduct of the Businesses in accordance with the Businesses past
              practice. Such insurance is sufcient to comply with al applicable legal requiments and
              all agreements to which Seller is a par. Al such policies are in full force and effect and\
              the premium have been paid when due. There are no clais, actions, suits or
              proceedigs arsing out of or based upon any of such policies of insurance and, to the
              knowledge of   Seller, no reasonable basis for any such clai, action, suit or procedig
              exists. Seller is not in defaut with respet to any provisions contaied in any such
              insurce policies and, to the knowledge of Seller has not faied to give any notice or
              present any material clai under any such insurce policy in due and tiely fashion.


                         3.9 Representations True. and Correct. No representation or waranty made
              by Seller in thi Agreement (includig any Schedule or Exbit hereto), or in any
              document delivered in accordace with this Agreement, contains or wil contai any .
              untre statement of a matenal fact or omits or wil omit to state any material fact ( of
              which any Seller has knowledge or notice) necssar to make the statements contaied
              herein or therein not misleading.

                         Section 4. Represntations and       Waranties of Buyer.

                         Buyer represents and warts to Seller that:

                       -L C . ~ed, valdly existing and II goo standig a .
                      L- 4.~ Organtion, Go ~tad~. Buy~r' ~ perr~d assignee ~ under

             conducted. .
             the laws of the State of .~ , which has all requisite power and authority to
              own, leas and operate its propertes and assets and to conduct the businesses as currently


                         4.2 Authority. Buyer has al requisite power and authority under applicable
             corporate law to execute and deliver ths Agrement and to perform the transactions
             contemplated hereby. The execution and delivery of ths Agreement and the


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              consummation of the tranactions contempiated hereby have been duly authorizd by al
              requisite membership action on the par of Buyer, and no other approval on the par of
              Buyer is necessar under applicable law for the execution, delivery and perfornce of
              tlis Agreement. This Agreement constitutes a legal, vald and bindig obligation of
              Buyer, enforceable agaist Buyer in accordance with its term.

                     4.3 No Confcts. The execution and delivery of ths Agreement by Buyer and
              the consummation of the transactions contemplated hereby do not and wil not: (a)
              require Buyer to fie any notice with orobtan any consent, approval, authoriation or
              exemption frm any person, (b) violate any court order, judgment, law, rule or reguation
              or (c) constitute a default or breach under any contract to which Buyer is a par or by
              which it or any of its propertes are bound.

                     4.4 Repreentations True and Correct No representation or waranty made
              by Buyer in this Agreement (includig any Schedule or Exbit hereto), or in any
              document delivered in accordance with ths Agreement, contais or wil contan any
              untrue statement of a material fact or omits or wil omit to state any material fact ( of
              which any Buyer has knowledge or notice) necessa.ry to make the statements contaed
              herein or therein not misleadig.

                     Section 5. Covenants of Seller Prior to Closing..

                      5.1 Conduct of the Busnes. Except as otherwise contemplated by ths
              Agreement pendig the Closing;

                     (a) Seller wil conduct and car on the Business in the ordiar and reguar
              course consistent with past practice except that Seller sha be permtted to use Seller's
              best efforts to colleet al accounts recivables arsing prior to the Closing.

                      (b) Seller wil use its reasonable effort to preserve the Assets (except as
              provided in Paragraph 5. l(a) above and it being understoo that Seller wil bear the risk
              of any loss, daage or destrction of the Assets until the Closing), the Business and
              Seller's relationships with employees, customers, suppliers and others having business
              relationships with the Business.

                      (c) Seller wil not sell, leae, mortgage, pledge or otherwise dispose of any
              material amount of the Assets (other than the Excluded Assets) used in connection with
              the Business, except the items disposed of are replaced with simar items or are no
              longer needed for the operation of the Business.

                      Cd) Seller wi not enter into, or bee,orne obligated under, any contrt or
              indebteess with respect to the Business, except in the ordinary coure of business or as
              contemplated by this Agreement.

                      (e) Seller wil not change. amend, ternate or otherwise mod any contrct
              included in the Assets.

                      (f) Seller wil use al reasonable effort to mata in full force and effect
              policies of inurance of the same typ, character and coverage as the policies of insurce


                                                      Page 7 of 12

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               with respect to the Business in effect on the date of ths Agreement and wil give Buyer
               prompt written notice of any and al chages that may occur between the date hereof and
               the Closing with respect to the insurance coverages thereunder, provided that Seller wil .
               not be obligated to mantain .any insurce with respect to the Puhasd Propertes or the
               Business after the Closing.

                          5.2 Seller's Best Effort. Seller shal use its best efforts to cause all of the
               conditions to Seller's obligaton to   consumate the Closing to be satisfied, and in any
               case wil not intentionaly tae any action, or intentionally brig about any circumstace,
               which would prevent such a condition from being satisfied.

                          Section 6. Covenants of Buyer Prior to Closing

                           6.1 Completion of Due Dilgence. Buyer shall have tiely completed
               its due digence of the Business, provided that Seller shall have complied with the terms
               of the Due Dilgence Period. Thereafter, if Buyer has not termated the agreement, it
                acknowledges that it wil have had fu access to al relevant inormtion with respet to
               the fiances and operations of the Business and ha had an opportty to consult with
                such experts as it deemed appropriate under the circumtaces. Buyer fuer
                acknowledges that, based upon its due digence, it is in a position to make a prudent
               judgment concering the purchase of the Assets and that Seller maes no representations,
               waranties or guaranties, expressed or implied, with respect to the contiued success of
               the Businesses.

                          6.2 Confdentialty. All data and inormaton recived by Buyer pursuant to
               Section 4, as well as al inormation and data heretofore furnhed to Buyer in connection
               with this transaction, wil be held in confdence by Buyer, and Buyer wil not diectly or
               indire~tly (a) reveal, report, publish, disclose or tranfer any of the confdential
               inorration obtaned from Seller, includig without limitation the names and addresses
               of SeMer's customers, to others (other than counsel, accountants and other representatives
               of Buyer engaged in connection with ths transaction, who wil be subject to the
               provisions of ths Paragraph 6.2 or (b) use such inormtion for any purse (including
               without litation to solicit any customers of Seller) other than in connection with ths
               transaction, except with wrtten permssion of Seller.

                       6.3 Buyer's Best Effort. Buyer shal use its best efforts to cause ail.of the
               conditions to Buyer's obligation to consumte the Closing to be satisfied, and in any
               case shal not intentionaly tak any action, or intentionaly brig about any circumtace,
               which would prevent such a condition from being satsfied.

                          Section 7. Termation
                          7.1 At any tie during the Due Dilgence Period, Buyer may give written
               notice of termnation of this agreement as provided in Pargraph 9.4(a), for any or no
               reason, and the escrow agent designated herein shal promptly refund to Buyer the
               Earest money deposit in accordace with Paragraph l.4.l(a).

                          7.2 Except as otherwise agreed in writing by the paries, if any condition to
               the Closing set fort in Section 8 is not satisfied by the Closing Date, then at any tie




                                                         Page 8 of 12
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                thereafter Seller may terminate this Agreement by giving written notice of termaton tb
                the other par, provided such termatg pary is not in material default under ths
                Agreement. The foregoing right of termation wil be in addition to, and not in lieu of,
                any other rights and remedies avaiable under this Agreement or under applicable law
                with respect to any breach by the non-termatig par. In the event termation of ths
                Agreement by Seller is attbutable to Buyer's faiure to pedorm its obligations Seller.
                shal be entitled to kep the earest money deposit held in escrow pursuant to the Escrow
               Agreement. Except as otherwise provided in ths paragraph, termnation of this
               Agrement wil termate al of the pares' rights and obligations hereunder, other than
               the provisions of Pargraphs 6.2 and 9. i, which wil reman in effect.

                           Section 8. Conditions to Closing.

                       8.1 Conditions Precedent to Buyer's Obligation to Close. Buyer's obligation
               to purchase the Assets and to take the other actions requid to be taken by Buyer at the
               Closing is subjec to the satisfaction at or before the Closing, of each of the following
               conditions (any of which may be waived by Buyer in whole or in par:

                           (a) Representations and Waranties. The representations                and waranties of
               Seller contaed in Section 3 shall have ben tre in al material respects as of the date of
               tils Agrment and shal be tre in al material respets as of the Closing as though made
               as of the Closing.



                 . -  (b) Performce. Seller shall have performed and complied in al material
              . respect with al covenants requird by ths Agrement to be performed or complied with
               bv Seller or the Owner at or before the Closing.

                           8.2 Conditions Prcedent to Seller's Obligation to Close. Seller's obligation
               to sell the Assets and to tae the other actions requird to be taen by Seller at the
               Closing is subject to the satisfaction at or before the Closing, of each of the following
               conditions (any of which may be waived by Buyer in whole or in par):. .


                          (a) Representations and Warties. The representations and waranties of
               Buyer contaied in Section 4 shal  have been tre in al material respects as of the date of
               ths Agreement and shall be tre in all material respects as of the Closing as though made
               as of the Closing.

                           (b) Performance. Buyer shal have performed and complied in al material
               respects with all covenats required to be performed or complied with by it on or prior to
               the Closing.

                          Section 9. Obligations After the Closing.

                           Except as otherwse provided in the Agreement, the Pares agre to the following
               additional covenants which shal survive the Closing

                          9.1 Survval of                Representations and Warranties. The representations and
               waranties made by the pares in this Agreement or any certcate delivered puruant to
               tils Agreement wil surive the Closing.

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                         Section 10. Miellaneous.
                         10.1 Parties Bound. Buyer may not assign ths Agreement without the
              prior written consent of the Seller, and any such prohibited assignent shal be void;
              provided, however, that Buyer may, without the prior written consent of Seller, assign
              ths Agreement at or before the Oosing to any entity wholly owned by Arur Nadel,
              provided however, any assignmnt of the Agreement shal not relieve Buyer of Buyer's
              liabilty hereunder. Subject to the foregqing, ths Agrment shall be bindig upon and
              inure to th benefit of the respective legai representatives, succssors, permtted assign,
              heirs, and devisees of the pares. '
                                                                         i

                          10.2 Costs and Expnses. WhCther or not the transactions contemplated by ths
              Agreement are consumated, Buyer wi pay its own       expenses, and Seller wil pay its
              own expenses, in connection with the negotiation, execution, delivery and performance of
              ths Agreement, including without litation the expenses of its counsel, accountats and
              other experts.


                          10.3 Other Agreements Superseded; Waiver                    and Modifcation, Etc. Ths
              Agreement supersedes all prior agreements or understandigs, wrtten or oral, among any
              of the pares relatig to the subject matter heref, and together with the agreements
              contemplated hereby incorporates the entie understanding of the pares with respect to
              such subject mattr. Ths Agreement may be amended, supplemented or waived only by a
              written instrent signed by the pares.


                      10.4 Recovery of Litiation Cots. If any legal action or    any arbitraton or
              other proceedig is brought for the enforcement of this Agreement, or because of an
              aleged dispute, breach, default or misrepresentaon in connection with any provision of
              ths Agrement, the successful or prevaig par shall be entitled to recover reasonable
              attorneys' fees and other costs incurr in that action or procedig, in addition to any
              other relief to which it may be entitled.

                         10.5 Notices. Any notice under or relatig to this Agrement shal be given in
              wrting and shal be deemed suciently given and served for al purpses when
              personaly delivered 2 business days afer a wrtig is deposited in the United States ma,
              certed, first class postage or other charges prePaid and registered, addressed as follows:


                                      (a) If to Buyer:

                                                               Arur Nadel
                                                               i 618 Mai Street
                                                               Sarota, FL 34236


                                      (b) If to Seller:
                                                               James G. Beach, Jf.
                                                           Post Offce Box 1967
                                                           Nokomis, Florida 34274



                                                                      Page 10 of 12

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                          10.6 Governi Law and Venue. Tils Agreement sha be constrd in
              accordace with and governed by the laws of the State of Florida Venue for any action
              undertaken to enforce the term and conditions of tls Agreement or any dispute arising
              out of the consummtion of ths Agreement shal be brought solely in the Circuit or
              County Cour in and for Sarasota County, Florida

                         10.7 Pares               in Interest. Nothg in ths Agreement, express or implied, is
              intended to confer any rights or remedies under or by reason of this Agreement on any
              person other th the pares to it and their respetive permtted successors and assign,
              nor is anytg in tls Agreement intended to relieve or discharge any obligation of any
              thd person to any pary hereto or give any thd Person any right of subrogaton or
              action over agaist any par hereto.

                         10.8 Fai Constniction. Tils Agreement has ben negotiated and prepard
              jointly by al pares, and shal not be constred for or against any pary but shall be given
              a fai and reasonable constrction in accordace with the intention of the pares.

                         lu.' Captions, Reîerence, Date. Tne secûon headigs in ths Al;eement are
              provided for convenient reference only and are not to be considered in the interretaon
              of this Agrement. Al references herein to Sections, Schedules, etc. refer to the
              designated Section, Schedule, etc. of ths Agreement.

                         10.10 Severabilty. In the event that any of the provisions contaed in ths
              Agreement shal, for any reason, be declard or held to be unasonable, unlawfl,
              unenforceable or otherwise invald              in any respect, such term or provision shal be deemed"",
              moded to the extent necessii to make it enforceable, and in no eveüt shal such
              declaration or holding afect the valdity of any other provision of ths Agreement, al of
              which provisions sha contiue in effect in accordance with their terms.

                          10.11 Counterparts. Ths Agreement may be executed in any number of
              counterpar or using separte signatu pages. Each such executed counterpar and each
              counterpar to which such signatu pages are attached wil be deemed to be an origial
              instrent, and al such counterpars together wil constitute one and the same
              instrment.
                      10.12 Gender. All personal pronouns used in ths Agrment sha include the
              other genders whether used in the masculie or femiine or neuter gender, and the
              singuar shal include the plur whenever and as often as may be appropriate.




                                                  TH SPACE INTENTIONALY LEFT BLANK




                                                                                                                ~
                                                                                                                ~
                                                                Page i i of 12



AUG-5-2005 FRI 01: 40PM ID:                                                                               PAGE: 10
          Case 8:09-cv-00087-RAL-TBM             Document 16-4        Filed 01/26/2009        Page 12 of 12




                         10.13 Exbits. Any exhbits or schedules attached to ths Agreement are
              specifcaly incorporated herein by reference as if the same were fully set fort herein.


              IN WITNESS ~REOF, the pares have execute or caused these preents to be
              executed ths ~ day       of ~ r-ZOO5.

              SELLER                                       BUYER




             .~~¿d-1
              TÍiniE~RlSES, LLC
              By: PAULHOSTI~Ø/1.tf~.
                                                                     A~M,~~.
                                                                    Gd¿ l~
                                                                    ARTHNADEL . --
              As: Maagig M~' . r'




                                                    Page 12 of 12



AUG-5-2005 FRI 01: 41PM TO:                                                                     PAGE: 11
         Case 8:09-cv-00087-RAL-TBM
                                                   - .~
                                                          Document 16-5   Filed 01/26/2009                 Page 1 of 6




                                      .i 000001110 7
                     (Requestor's Name)



                     (Address)



                     (Address)
                                                                          200119559192
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                     (City/State/Zip/Phone #)



       D PICK-UP            o
                                  WAIT           o MAIL


                     (Business Entity Name)



                     (Document Number)



Certified Copies                 Certificates of Status
                                                                                                  i;         -.
                                                                                                 r-rr ~
                                                                                                  r-C/ c=
 Special Instructions to Filing Oficer:

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                            Office Use Only




                                                                                                                  EXHIBITD
     Case 8:09-cv-00087-RAL-TBM                    Document 16-5                      Filed 01/26/2009        Page 2 of 6




                                                  COVER LETTER

TO: Registration Section
       Division of Corporations


SUBJECT: Tradewind. LLC
                                     (Name of      Limited Liabilty Company)

The enclosed "Application by Foreign Limited Liability Company for Authorization to Transact Business in
Florida," Certificate of Existence, and check are submitted to register the above referenced foreign limited
liabilty company to transact business in Florida..

Please return all correspondence concerning this matter to the following:


              Arthur Nadel                                                                         -i
                                                                                                   "P,,. .-



              Tradewind. LLC
                                                    (Name of Person)
                                                                                                   ,rn ='
                                                                                                   i(J .00
                                                                                                   ~;:J ::
                                                                                                          ..

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                                                    (Firm/Company)                                  .. ..'1

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              1618 Main Street                                                                      --I en.
                                                                                                    Orq
                                                                                                    V
                                                           (Address)


              Sarasota. FL 34236
                                                (City/State and Zip Code)

For further information concerning this matter, please call:


       Erica Post                                             at ( 941 ) 366-0975
                       (Name of    Person)                       (Area Code & Daytime Telephone Number)

        MAILING ADDRESS:                                    STREET ADDRESS:
        Division of Corporations                            Division of Corporations
        P.O. Box 6327                                       Clifton Building
       Tallahassee, FL 323 14                               266 i Executive Center Circle
                                                            Tallahassee, FL 3230 i

Enclosed is a check for the following amount:
       0$125.00 Filing Fee 0$130.00 Filing Fee & 0$155.00 Filing Fee & 0$160.00 Filng Fee, Certificate
                                          Certificate of   Status Certified Copy of                   Status & Certified Copy
          Case 8:09-cv-00087-RAL-TBM                                     Document 16-5                    Filed 01/26/2009                     Page 3 of 6



                                                                    .i
      APPLICATION BY FOREIGN LIMITED LIABILITY COMPANY FOR AUTHORIZATION TO
                           TRASACT BUSINESS IN FLORIDA

IN COMPUACE Wl SFON (i503, FWRIA srA1T 11 FOllWlG IS SU 7D RFIS A FORFN
LI LlllCOMPANTD1RCl BUS IN7H SFA7EOF FLRIA:
i. Tradewind. LLC
           (Name of    Foreign Limited Liability Company: must include "Limited Liabilty Company," "L.L.C.," or "LLC.")


(If   name unavailable, enter alternate name adopted for the purpose of                 transacting business in Florida and attach a copy of          the written
         the managers or managing members adopting the alternate name. The alternate name must include "Limited Liabilty
consent of

Company," "L.L.C.," "LLC.")

2. Deleware 3. 75-3143918                   which foreign limited liability ( FEI number, if applicable)
      (Jurisdiction under the law of
      company is organized)

4. 1/22/2004                                                                         5. perpetual
                        (Date of     Organization)                                      (Duration: Year limited liabilty company wil cease to
                                                                                        exist or "perpetual")

6. Have not transacted business in Florida                                                                                        ~
                                                                                                                                  :i (/' ..
                                                                                                                                  irTl g
7.      1618 Main Street
                                       (Date first transacted business in Florida, if prior to registration.)
                                     (See sections 608.50 i & 608.502 F .5. to determine penalty liabilty)                        iC" co
                                                                                                                                  ~;;
                                                                                                                                  :iri-ì
                                                                                                                                  ;e :.-(
                                                                                                                                  '., ~ ...
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                                                                                                                                                       ....
        Sarasota. FL 34236                                                                                                        rr-: -l
                                                                                                                                  (f Xl

                                                                                                                                  rr r.'.
                                                                                                                                                I
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8. If limited liability company is a manager-managed company, check here 0
                                                                                                                                  ...'1 p.
                                                                                                                                 i(J"
                                                                                                                                 §5j; 9?
                                                                                                                                 õ;; r'0
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                                                                                                                                 :i Ul
9. The name and usual business addresses of                            the managing members or managers are as follows:

        Arthur Nadel
        1618 Main Street
        Sarasota, FL 34236

 10. Att is an oigi cefi of ~ no mo th 90 days old, du autica by th offci havi cu of re in
the jwisdcton un            th law      of whic it is oriz. (A phoy is no acle. If                         th cefica is in a tòreign la a
trlaon of          th cefi iieroa ofihtrlatmus be sul:it)

  i i. Nature of        business or purposes to be conducted or promoted in Florida: Sale of Airplanes




                                       S. f~l.f b
                                        ignature 0 a mem er or an aut orize representative 0 a mem er.
                                       (In accordance with section 608.408(3), F.S.. the execution of Ihis document constitutes
                                        an affrmation under the penalties of peijury that the facts stated herein are true.)
                                       Arthur Nadel, MGMR
                                                            Typed or printed name of signee
 Case 8:09-cv-00087-RAL-TBM                                   Document 16-5            Filed 01/26/2009              Page 4 of 6




                               CERTIFICATE OF DESIGNATION OF
                            REGISTERED AGENTIRGISTERED OFFICE

PURSUANT TO THE PROVISIONS OF SECTION 608.415 or 608.507, FLORIDA STATUTES, THE
UNERSIGNED LIMITED LIABILITY COMPANY SUBMITS THE FOLLOWING STATEMENT
TO DESIGNATE A REGISTERED OFFICE AND REGISTERED AGENT IN THE STATE OF
FLORIDA.


1. The name of         the Limited Liability Company is:

Tradewind. LLC

Ifname unavailable, the alternate name to be used in the state of                     Florida is:


                                                                                                    -1          '-
                                                                                                    :¡ C/
                                                                                                           =    =,
2. The name and the Florida street address ofthe registered agent and offce WJ:~                           è:         '."
                                                                                                           ::
                                                                                                                      r
                                                                            ;r..:;
                                                                                                    =i n'i
                                                                                                    ):~ :..::         =-
                        Arthur Nadel CJ:;:)
                                (Name) rio
                                                                                                    r.n .r:..
                                                                                                    i-n:-       ..
                                                                                                                I



                                                                                                                      ni
                        1618 Main Street §~
                                                                                                    ...~1
                                                                                                    rv;.        :i
                                                                                                                9?
                                                                                                                N
                                                                                                                      0
                                          5¡;
                                         Florida Street Address (P.O. Box !:ACCElTABLE) .;p                     c.

                        Sarasota                                           FL
                                                                     City/State/Zip



Having been named as registered agent and to accept service of process for the above stated limited
liabilty company at the place designated in this certifcate, 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 statutes
relating to the proper and complete performance of my duties, and I am familar with and accept the
obligations of my position as registered agent as provided for in Chapter 608, Florida Statutes.



                 a4L~           (Signature)


                                                   $ JOO.OO         Filng Fee for Application
                                                   $ 25.00          Designation of Registered Agent
                                                   $ 30.00          Certified Copy (optional)
                                                   $ 5.00           Certifcate of Status (optional)
    Case 8:09-cv-00087-RAL-TBM             Document 16-5    Filed 01/26/2009            Page 5 of 6
                                            .. ... .


  . '"




                                    Ðe(aware                                    PAGE 1

                                          qf :First State



             I, HAIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
         DELAWAR, DO HEREBY CERTIFY THE ATTACHED AR TRUE AND CORRCT
         COPIES OF ALL DOCUMNTS ON FILE OF "TRAEWIND, LLC" AS RECEIVED
         AND FILED IN THIS OFFICE.
             THE FOLLOWING DOCUMNTS HAVE BEEN CERTIFIED:
             CERTIFICATE OF FORMTION, FILED THE TWNTY-SECOND DAY OF
         JANARY, A.D. 2004, AT 4:41 O'CLOCK P.M.
             AND I DO HEREBY FUTHER CERTIFY THAT THE AFRESAID
         CERTIFICATES AR THE ONLY CERTIFICATES ON RECORD OF THE
         AFORESAID LIMITED LIABILITY COMPAN, "TRAEWIND, LLC".




                                                           "J~~91~
                                                              Harriel Smith WIndsor, secretary of State
                                                       AUTHENTICATION: 6425556
           3757755 8100H
           080279505                                                 DATE: 03-04 -08
You m4Y V8ri~y thi.i certiricate online
at corp. delaware. gov¡authver. .iht:
           Case 8:09-cv-00087-RAL-TBM           Document 16-5        Filed 01/26/2009       Page 6 of 6
                                                   .
A' .~. .




                                          CERTIFICATE OF FORMATION

                                                         OF

                                                 TRADEWIND, LLC




                       1. The name of the limited liability company is TRAOEWIND, L.LC.


                    2. The address of its registered office in the State of Delaware is 2711
              Centervile Road, Suite 400 in the city of Wilmington, Delaware. The name of the
              Limited Liabilty Company's regis1ered agent for service of proes In the State of
              Delaware a1 such addres is Corporation Servce Company.

                    3. This Certificate of formation shall be effective upon fiing with the Delaware
              Secretary of State.


                       IN WITNESS WHEREOF, the undersigned has executed this Certifcate of
              Formation of TradeWlnd, LLC this 22nd day of January, 2004.

                                                           LSI Scott Macleog.
                                                           Scott Macleod, Authorized
                                                           Representative of Manager




             # 1 ~.ln22H_vl




                                                                                  St.te of Dølsware
                                                                                 Secrøtary of state
                                                                              Division of Corporations
                                                                            Vellvered 04:41 RM 01/22/2004
                                                                               FILED 04: 41 PH 01/22/2004
                                                                             SRV 040047767 - 3757755 FILE
             Case 8:09-cv-00087-RAL-TBM             Document 16-6       Filed 01/26/2009            Page 1 of 2
4:28 PM                                             Tradewind, LLC
01/22/09                                           Balance Sheet
Cash Basis                                           All Transactions

                                                                           Feb 1, 09

                        ASSETS
                          Current Assets
                             Checking/Savings
                               Bank of Coweta                                      -86,844.72
                                Northern Trust                                       9,546.08
                             Total Checking/Savings                                -77,298.64
                             Other Current Assets
                                Due from Laurel Mountain Preser                        53,300.00
                                Loan Receivable
                                  VABA                                        2,000.00
                                Total Loan Receivable                                   2,000.00
                                Undeposited Funds                                       1,825.00
                             Total Other Current Assets                                57,125.00

                          Total Current Assets                                     -20,173.64
                           Fbced AS5~t5
                             Accumulated Depreciation
                                Building GA                                   -2,103.00
                                Furn & Equip GA                                 -200.00
                                N319SC, Lear Jet                          -1,073,000.00
                                N610TT, Citation                            -643,245.00
                                N727AB, Baron                                -71,993.00
                             Total Accumulated Depreciation                      -1,790,541.00
                             N153TH, Citationll                                  2,100,000.00
                             N25602, Cessna                                         18,500.00
                             N319SC, Lear Jet                                    2,900,000.00
                             N4221T, Piper                                          50,000.00
                             N656RB, Helicopter                                    215,530.00
                             N727 AB, Baron                                        194,575.00
                             Newnan #1 Building                                    212,500.00
                             Newnan #2 Building                                    212,500.00
                             Newnan #3 Building                                    274,760.77
                             Newnan #4 Building                                    255,640.11
                             Newnan #5 Building                                    281,805.54
                             Newnan #7 Building                                    293,727.64
                             Offce Equipment                                         4,655.55
                             Office Furniture                                        3,516.48
                             Pilot Equipment                                         4,682.12
                           Total Fixed Assets                                     5,231,852.21
                           Other Assets
                             Accumilated Amortization                                   -1,224.84
                             Start-Up Costs                                              1,869.20
                           Total Other Assets                                             644.36

                         TOTAL ASSETS                                             5,212,322.93
                         LIABILITIES & EQUITY
                           Liabilties
                             Current Liabilties
                                Other Current Liabilties
                                   Loans Payable
                                      Arthur & Marguerite Nadel              676,575.00
                                      Scoop Capital                        2,490,146.77
                                      Scoop Management                        80,000.00
                                   Total Loans Payable                            3,246,721.77




                                                                                                                  Page 1


                                                                                                        EXHIBITE
             Case 8:09-cv-00087-RAL-TBM             Document 16-6        Filed 01/26/2009                Page 2 of 2
4:28 PM                                             Tradewind, LLC
01/22/09                                           Balance Sheet
Cash Basis                                            All Transactions

                                                                            Feb 1,09

                                   Loans Payable Bank
                                     Bank of Coweta (UC)                     966,999.23
                                     General Electric Citation N153T       2,055,831.93
                                      General Electric Lear N319SC         2,332,690.37
                                   Total Loans Payable Bank                      5,355,521.53
                                   Sales Tax Payable                                    1,147.30
                                   Security Deposit                                     8,312.50
                                Total other Current Liabilities                   8,611,703.10

                             Total Current Liabilities                            8,611,703.10

                          Total Liabilities                                       8,611,703.10
                          Equity
                            Contributed Capital                                     912,605.57
                            Retained Earnings                                      -387,718.24
                            Net Income                                           -3,924,267.50
                                                                                  '" "1('(" 1'01" .0-'
                          iotai Equity                                           -vl....,.:;O,ùUV. I'


                        TOTAL LIABILITIES & EQUITY                                5,212,322.93




                                                                                                                       Page 2

				
DOCUMENT INFO
Description: Ira Funded Florida Llc Operating Agreement document sample