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Home My WebLink About20071244.tiff RESOLUTION RE: APPROVE APPLICATION FOR TRANSFER OF OWNERSHIP OF 3.2 PERCENT BEER RETAIL LIQUOR LICENSE FROM FIRST HAND MANAGEMENT, LLC, DBA SHELL #7, TO CIRCLE K STORES, INC., DBA CIRCLE K STORE #2709846, AND AUTHORIZE CHAIR TO SIGN - EXPIRES MAY 29, 2008 WHEREAS,the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS,Circle K Stores, Inc., dba Circle K Store#2709846, presented to the Board of County Commissioners of Weld County, Colorado, an application for a Transfer of Ownership of a 3.2 Percent Beer Retail Liquor License for the sale of fermented malt beverages, containing not more than 3.2 percent of alcohol by weight, in sealed containers not for consumption at the place where sold, said license previously held by First Hand Management, LLC, dba Shell #7, and WHEREAS,pursuant to Exhibit 5-H of the Weld County Code, said applicant has paid the required fees to the County of Weld for a Transfer of Ownership of the existing license, and WHEREAS,said applicant has exhibited a State Liquor License for the sale of fermented malt beverages, containing not more than 3.2 percent of alcohol by weight, in sealed containers not for consumption at the place where sold, outside the corporate limits of any town or city in the County of Weld at the location described as follows: 10963 1-25 Access Road West Longmont, Colorado 80504 NOW,THEREFORE,BE IT RESOLVEDthatthe Board of County Commissioners of Weld County,Colorado, having examined said application and the other qualifications of the applicant, does hereby grant License Number 2007-03 to said applicant to sell fermented malt beverages, containing not more than 3.2 percent of alcohol by weight,in sealed containers not for consumption at the place where sold, and does hereby authorize and direct the issuance of said license by the Chair of the Board of County Commissioners,attested to by the Clerk to the Board of Weld County, Colorado, which license shall be in effect until May 29, 2008, providing that said place where the licensee is authorized to sell fermented malt beverages, containing not more than 3.2 percent of alcohol by weight, in sealed containers not for consumption at the place where sold, shall be conducted in strict conformity to all of the laws of the State of Colorado and the rules and regulations relating thereto, heretofore passed by the Board of County Commissioners of Weld County, Colorado, and any violations thereof shall be cause for revocation of the license. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said application. 2007-1244 LC0013 TRANSFER OWNERSHIP OF 3.2 PERCENT BEER RETAIL LIQUOR LICENSE - CIRCLE K STORE #2709846 PAGE 2 The above and foregoing Resolution was,on motion duly made and seconded,adopted by the following vote on the 2nd day of May, A.D., 2007. BOARD OF COUNTY COMMISSIONERS Ia Wric . COUNTY, COW RADO ilea ATTEST: %a . E. Long, Chair Weld County Clerk to the Bo Pit !�/ - � ze �� =—, ;/riam . Jerk 7-Tern Deputy lerk to the Board �� 2• , iam . Garcia APP AS TO F , 1\1\\PV ert D. Masden Atto ey Dougla Rademacher Date of signature: (s It 1� 2007-1244 LC0013 THIS LICENSE MUST BE POSTED IN PUBLIC VIEW DR 8602(03/08/07) STATE OF COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division 1881 Pierce Street,Suite 108 Lakewood,Colorado 80214 CIRCLE K STORES INC CIRCLE K STORE #2709846 10963 W 1-25 ACCESS RD LONGMONT CO 80504 ALCOHOLIC BEVERAGE LICENSE Liadety Information Account Number County City Indust. Type LIabllity Date LICENSE EXPIRES AT MIDNIGHT 21-65089-0120 03 206 445120 C 053007 MAY 29, 2008 Type Name and Description of License Fee 2125 3.2 PERCENT BEER RETAIL $ 75.00 LICENSE (OFF PREMISES) 2190 COUNTY 85 PERCENT OAP FEE $ 42.50 TOTAL FEE(S) $ 117.50 This license is issued subject to the laws of the State of Colorado and especially under the provision of Title 12,Articles 46 or 47, CRS 1973, as amended.This license is nontransferable and shall be conspicuously posted in the place above described.This license is only valid through the expiration date shown above. Questions concerning this license should be addressed to the Department of Revenue, Liquor Enforcement Division, 1375 Sherman Street,Denver,CO 80261. MAY 31200 In testimony whereof, I have hereunto set my hand. SGT Acting Division Director Executive Director -t' w .;.,-,,b. 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Tf' " tT ? ,,. .,� ,� �, '3'f, k ti ; 1 `� jj`,, ;:1 irr/i �r ` rF �r L�'j.� iKrr'if A`�ro` ,-. d*'��-- =✓6 a 2 ,r,P,-�?: ; • FILED ON BEHALF OFTHE APPLICANT • DR 5403(05/13,06) BY DILL DILL CARR STONBRAKEit&HUTCHINGS.P.C, 21 COLORADO DEPARTMENT OF REVENUE (ace)777.3737 LIQUOR ENFORCEMENT DIVISION • ' 1375 SHERMAN STREET �DENVER bD61 COLORADO FERMENTED MALT BEVERAGE (3.2% BEER) LICENSE APPLICATION 0 NEW UCENSE ® TRANSFER OF OWNERSHIP ❑ LICENSE RENEWAL • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN • • APPUCANT MUST CHECK THE APPROPRIATE BOX(ES) • LOCAL UCENSE FEE $ • APPLICANT SHOULD OBTAIN A COPY OF THE COLORADO LIQUOR AND BEER CODE(Cail 303.370.2165) DO NOT WRITE IN 1H1S SPACE 1. Applicant is applying as a ® Corporation 0 Partnership(includes Limited Liability and Husband and Wile Partnerships) Individual n Limited Liability Company Association or Other 2. Applicant(s)If an LLC,name of LLC;if partnership,at least 2 partners'names;if corporation,name of corporation Fein Number Circle K Stores, Inc. 74-1149540 2a.Trade Name of Establishment(DBA) State Sales Tax No. Business Telephone Circle K Store #2709846 21-65089-0120 303-530-0244 3. Address of Premises(specify exact location of premises) 10963 I-25 Access Road City County State ZIP Code Longmont Weld CO 80504 4. Mailing Address (Number and Street) City or Town State ZIP Code 1130 W. Warner Road Tempe AZ 85284 5. If the premises currently have a liquor or beer license,you MUST answer the following questions: Present Trade Name of Establishment(DSA) Present State License No. Present Class of License Present Expiration Date Shell #7 41-09681-0027 3.2 Beer Retail 9/15/07 LIAB-. <., SECTION.A NONREFUNDABLEAPP,LICATION FEES:'-. LIAR ''`SECTIOfiB • z? . ::32%BEER LICENSE FEES:T 2300 0 Application Fee for New License $1,125.00 2121 0 Retail 3.2%Beer On-Premises(City) $ 96.25 2302 0 Application Fee for New License- 2124 ❑ Retail 3.2%Beer On-Premises(County) $117.50 w/Concurrent Review $1,225.00 2122 Retail 3.2%Beer Off-Premises(City) $ 96.25 2310 On Application Fee for Transfer S 1,125.00 2125 ® Retail 3.2%Beer Ott-Premises(County) $117.50 2312 0 Application Fee for Transfer- 2123 0 Retail 3.2%Beer On/Off Premises(City) $ 96.25 w/Concurrent Review $1,225.00 2126 ❑ Retail 3.2%Beer On/Off Premises(County) $117.50 DO NOT WRITE IN THIS SPACE-FOR DEPARTMENT OF REVENUE USE ONLY • LIABILITY INFORMATION County City Industry Type License Account Number Liability Date License Issued Through ( mien FROM TD State City County -750(999) 2180-100(999) 2190-100(999) Cal.hod New"cenn Cash Fund Tinier Lice= TOTAL 2300-100 2310-100 (999) (999) • 2007-1244 DR MS(DYLtga)Price! 15. If applicant is a corporation,partnership,association or a limited liability company, applicant must fist ALL OFFICERS, DIRECTORS, GENERAL PARTNERS,AND MANAGING MEMBERS.In addition applicant must list any stockholders,partners,or members with OWNER- SHIP OF 10%OR MORE IN THE APPLICANT.ALL PERSONS LISTED BELOW must also attach form DR 8404-I(Individual History Record),and submit finger print cards to their local licensing authority. Name Home Address,City&State Data of Birth Position %Owned' 4422 Mallard Point Dir/ Brian P. Hannasch Columbus, IN 47201 Vice Pres 0% 1130 W. Warner Road Circle I( Corporation Tempe, AZ 85284 N/A Shareholder 100% ❑'If total ownership percentage disclosed here does not total 100%,applicant must check Ibis box Applicant affirms that no individual,other than those disclosed herein.owns 10%or more of the applicant Additional Documents to be submitted by type of entity ® CORPORATION ® Cart of lncorp. ® Cert.of Good Standing(if more than 2 yrs.old) ® Cert of Auth.(II a foreign corp.) C PARTNERSHIP ❑ Partnership Agreement(General or Limited) ❑ Husband and Wife partnership(no written agreement) C LIMITED LIABILITY COMPANY C Articles of Organization C Cart of Authority(if foreign company) O Operating Agmrt. ❑ ASSOCIATION OR OTHER Attach copy of agreements creating association or relationship between the parties Registered Agent(if applicable) Address for Service Corporation Service Company 1560 Broadway, Suite 2090 Denver, CO 80202 - ` OATH O!APPLICANT: 5 x w , I declare under penalty of perjury irkthe second degree that itus`apphcafior&and all attachments are true,.cosiest, and complete, to the best of my knowledge. I also acknowledge that it is'my'responsibiity;and the responsibility of my agents and employees to cronhply with the provisions;of the Colorado Liquor or Beer Code which affect my license ';:. Authorized Signet Title KIM KWi, ucvSKI Date �_ T,ss ,"u l Sr r i, .:rv.Sk FEB 1 Z 7001 . REPORT AND APPROVAL'60 LOCAL LICENSING AUTHORITYY(CITY/COUNTY :1112'7 ' . L.'` Date application filed with local authority Date of local authority hearing(for new license applicants;cannot be less then 30 days from date of application 12-47-311 (1))C.R.S. March 8, 2007 May 2, 2007 THE LOCAL LICENSING AUTHORITY HEREBY AFFIRMS: That each person required to file DR 8404-I(Individual History Record)has: Yes No ® Been fingerprinted ® ❑ (per State Master Pfle) ® Been subject to background investigation,Including NCIC/CCIC check for outstanding warrants ® ❑ (per State Master File) That the Focal authority has conducted,or intends to conduct,an inspection of the proposed premises to ensure that the applicant is in compliance with,and aware of,liquor code provisions affecting their class of license ® ❑ (Check One) O Date of Inspection or Anticipated Date a Upon approval of state licensing authority. The foregoing application has been examined;and the premises,business to be conducted,and character of the applicant are satisfactory. We do report that such license,if granted,will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 12,Article or 47,C.R.S. THEREFORE,THIS APPLICATION IS APPROVED. Local Licensing Authority for -re If'\,, Telephone Number rl TOWN,CITY Weld County, jt•' , '` i�vJK COUNTY \\� y Colorado 'y,.•^' . 970) 356-4000 Signature (�' ,yhitr d of Weld County Date ( 1(J'/II 11LLLL tr { COtr s iotacrs 05/02/2007 Signature(attest) r ` (� Y YYY��✓ ,/-fhlpfk to.,the-Board Date 05/02/2007 Jyil-ll -C( VCtA( (cctcr * ''V epirty Clerk to the Board 05/02/2007 U ca9-/o79r ^ I , Da 3403(0123100)Papua I` B. Is the applicant(Including any of the partners,if a partnership;members or manager if a limited liability company;or officers,stmit- es o holders or directors if a corporation)or manager under the age of twenty-one years? 7. Has the applicant(including any of the partners,if a partnership;members or manager if a limited liability company;or officers, stockholders or directors it a corporation)or manager ever(in Colorado or any other state); Y o (a) been denied an alcohol beverage license? (b) had an alcohol beverage license suspended or revoked? 0 al (c) had interest in another entity that had an alcohol beverage license suspended or revoked? 0 On If you answered yes to 7a,b or c,explain in detail on a separate sheet •B. Has a 3.2 beer license for the premises to be licensed been denied within the preceding oneyear?IfYes No 'yes,'explain in detail. ❑ 12 9. Has a liquor or beer license ever been issued to the applicant(including any of the partners,If a partnership;members or manager If a limited liability company;or officers,stockholders or directors If a corporation)?If yes,identify the name of the business and list any Yes No current or former financial Interest in said business including any loans to or from a licensee. Please see attached ® 0 10. Does the Applicant,as listed on line 2 of this application,have legal possession of the premises for et least 1 year from the date that Yes No this license will be issued by virtue of ownership,lease or other arrangement? ® 0 Ownership 0 Lease ❑ Other(Explain in Detail) a. tt leased,list name of landlord and tenant,and date of expiration,EXACTLY as they appear on the lease; Landlord Tenant Expires NONE N/A N/A Attach a diagram and outline or designate the area to be licensed(including dimensions)which shows the bars,brewery,walls,partitions, entrances,exits and what each room shall be utilized for in this business.This diagram should be no larger than 8 1/2"X 11".(Doesn't have to be to scale) 11. Who,besides the owners listed in this application(including persons,firms,partnerships,corporations,limited liability companies), will loan or give money,inventory,furniture or equipment to or for use In this business;or who will receive money tram this business. Attach a separate sheet it necessary. Name Date of Birth FEIN or SSN Interest NONE • N/A N/A N/A Attach copies of all notes and security instruments,and any written agreement,or details of any oral agreement,by which any person(including partnerships,corporations,limited liability companies, etc.)will share in the profit or gross proceeds of this establishment,and any agreement relating to the business which is contingent or conditional in any way by volume, profit,sales,giving of advice or consultation. Data of Birth 12. Name of Manager for all on and on/off applicants. Ronald DeLong 13. Does this manager act as the manager of,or have a financial interest in,any other liquor Yes No licensed establishment in the State of Colorado? If yes,provide name,type of license and account number. ❑ DD 14. Tax Distraint Information. Does the applicant or any other person listed on this application and Including its partners,officers, directors,stockholders,members(LLC)or managing members(LLC)and any other persons with a 10%or greater financial interest in Yes No the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? 0 If yes,provide an explanation and include copies of any payment agreements. O M. ON�} rt N O) Cl) N O O (O O Cl) O U) R O CD (0 CO CD N 0 r 000 A' N f'- .0 O CC) CO N N N... CO CO 00 CO O N O A-- O N Cn CO O O M M 00 O N N- 'C{ E RNOONO U) NNrt V 00 U) Nt O CV T- U1 OD N co C) co CO NCO — N N CD � in � c� c� c� (cao � on. owo � oinrn �nrnocDo � ocoaoomr) ti Z 0 t` 000 (Ci0 r rn 70M C0 :.) CO CO 0O M 0 (p at O 00 O 12 C0 M sfi CD M CD O CA O M R V CO CO CO OD 00 CO V' CO Ca N- M O OD CD [h h n d CO MMAC)CCOCOtCA CYl � � Y CO) Qv?) 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I� N- N- C N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N NN CO )� CO Q) 0 r N eP CO 0 (0 ti CO 0 0 r N CO O N-- CO 0 r N M O CO CO CO O r CO O 0 0 0 O 0 O O 0 0 0 N N N N N N N N N M CO 0O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 i I i I I I M i I i I I I i i I I I i i i I I I 0000000 Cn 00000000000 co 0000 co co CA Cn O 00000 CO 000 co 00 co 000 co 00000 co co co co 0000 co 00 co 000co co co 000000 co co 0 co O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Lf) O O O O O O Lr) O O O O O in O O 9999999 '99 99999999999999999999999 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N NM O (0 N. CO a) 0 0r N CO O CO N- CO O 0 r N M O CO I` 0 O 0r CO M CO el M CO M CO ),. CO Tr V V' R TY V •c} O O O O O O O O O O CD CO Christopher W. Corr Daniel W.Carr John J.Coates ...... . Kevin M. Coates • H.Alan Dill • Robert A. Dill 455 Sherman Street, Suite 300 Thomas M. Dunn — — ' Denver, Colorado 80203 John A. Hutchings :„ . Phone: 303.777-3737 Stephen M.Lee t'.;.`-'1' - .i , : „„ fax: 303-777-3823 Fay M.Matsukage DILL Diu C•ll STOMIIAKER I HUTCHINGS. PC www.dillanddill.com Robert S.McCormack Direct Dial(303)282-4127 Bruce D. Pringle Dean M.Smurthwaite E-Mail: cfontenot@dillanddill.com Adorn P. Stopen Jon Stonbraker March 6, 2007 Patrick D.Tooley 'Also licensed in Nevada VIA DHL Jennifer Luna Office of Clerk to the Board • Weld County Government 915 10th Street Greeley, CO 80631 RE Transfer of 3.2 Beer Off-Premises License • Circle K Stores, Inc.d/b/a Circle K Store#2709846 • 10963 I-25 Access Road, Longmont, CO 80504 • Dear Ms. Luna: On behalf of our client, we are requesting your permission to send the above-referenced application to State Liquor Enforcement for Concurrent Review. Please include this letter with the application indicating you are allowing this application to be forwarded to State Liquor for the purposes of concurrent review. Please call with any questions. Yours truly, Christine Fontenot Paralegal PERMISSIO VEN FOR THIS APPLICATION TO BE FORWARDED TO STATE LIQ RENFO EM(( ENT FO CONCURRENT REVIEW NAME_ , L r Dav rt. Long Chair, Board of Weld County C mmissioners :rc t 2 2007 ltf, Li 1e't"errF` • ' J OUNTY CLERK Te THE BOARD e N fr L .S. 2007-0636 DEP Y CLE"- TO HE BOARD • i rnM', Christopher W. Carr Daniel W.Carr John J. Coates Kevin M. Coates H.Alan Dill Robert A. Dill 455 Sherman Street, Suite 300 Thomas M. Dunn Denver,Colorado 80203 John A. Hutchings Phone: 303-777-3737 wn-:•. ,. .« Stephen M. Lee Fox: 303-777-3823 Fay M. Matsukage' Diu DILL CAMS STONIRASES a HuTCHINGS.PC www.dillanddill.com Robert S.McCormack Bruce D. Pringle Direct Dial:(303)282-4118 Dean M. Smurthwaite E-Mail: kcootesaedillanddill.com Adam P Stapen Jon Stonbmker March 6 2007 Patrick D.Tooley ' *Also licensed in Nevada VIA DHL OVERNIGHT Jennifer Luna Office of Clerk to the Board Weld County Government 915 10"' Street Greeley, CO 80631 RE: Transfer of 3.2 Beer Off-Premises License Circle K Stores,Inc. d/b/a Circle K Store#2709846 10963 I-25 Access Road,Longmont, CO 80504 Dear Ms. Luna: We are the law firm representing Circle K Stores,Inc. d/b/a Circle K Store#2709846 with respect to its liquor licensing matters. Enclosed please find the original and one(1)copy of a transfer of 3.2% Beer Off-Premises application for the above-referenced establishment, along with the associated city and state filing fees. On behalf of our client, we request that a Concurrent Review be accomplished. Kindly review this application at your earliest convenience and notify my paralegal, Christine Fontenot, directly of any deficiencies, so that she can address them promptly. As we previously discussed, Circle K Stores has purchased the premises of the above reference location and is seeking to transfer the existing liquor license(Number 41-09681- 0027)in the name of First Hand Management,LLC, by operation law pursuant to regulation 47-304(b)of the Colorado Liquor and Beer Code Regulations. Please refer to the Affidavit of Transfer and Statement of Compliance. Because this application is for transfer of ownership by operation of law there is no Seller with respect to the transaction. i rnr'iz Letter to Jennifer Luna March 6,2007 Page 2 Your consideration in this matter is greatly appreciated. Should you have any questions, please contact me directly at 303-282-4118 or Christine at 303-282-4127. Thank you. Sin e n M. Coates KMC/mnt cc: our file Christopher W. Corr Daniel W.Corr John J. Coates — ... • Kevin M. Coates i t H.Alan Dill 1a Robert A. Dill 455 Sherman Street, Suite 300 Thomas M. Dunn — — ' Denver, Colorodo 80203 John A. Hutchings Phone: 303-777-3737 Stephen M. Lee Fox: 303-777.3823 Fay M.Matsukage' DILL Diu Cut SroNrxerrt a HH1CHINGS. IC www.dillanddill.com Robert S.McCormack Bruce D.Pringle Deon M. Smurthwaite Direct Dial(303)2824127 Adam P. Stapen E-Mail:cfontenot®dillanddill.com Jon Stonbraker Patrick D.Tooley -Also licensed in Nevada March 6, 2007 VIA DHL The Board of County Commissioners Weld County Government 915 10th Street Greeley, CO 80631 RE: .Circle K Stores, Inc. d/b/a Circle K Store#2709846 • 10963 Access Road, Longmont, CO 80504 • Temporary Permit To Whom It May Concern: • This letter is sent as part of the application for transfer of an existing liquor license and a request for a temporary authority to sell liquor pending final approval of the request to transfer. Thank you for your consideration in this matter. Should you need anything further,please do not hesitate to call me directly at 303-282-4127. Very truly yours, Christine Fontenot Paralegal ' CF End. cc: our file 2007-0630 COLORADO DEPARTMENT OF REVENUE Liquor Enforcement DMsion 1375 Sherman St,Denver CO 80281 September,2005 AFFIDAVIT OF TRANSFER AND STATEMENT OF COMPLIANCE Pursuant to the requirements of 12.47.303(3)(b),Colorado Revised Statutes, Licensee hereby states that all accounts for alcohol beverages sold to the Applicant are: D Paid in full. There are no outstanding accounts with any Colorado Wholesalers. ❑ Licensee hereby certifies that the following is a complete list of accounts for alcohol beverages that are unpaid: Licensee and Applicant agree that all accounts will be paid for from the proceeds at closing by the: ❑Licensee DApplicant ❑ Licensee unavailable to certify disposition of accounts for alcohol beverages- Inventory list attached. Transfer by operation of law- Regulation 47-304. ❑ Applicant will assume full responsibility for payment of the outstanding accounts as listed above. ® No alcohol beverage inventory transferred or sold. Licensee hereby authorizes the transfer of its Colorado Retail Liquor License to the Applicant, its agent, or a company, corporation, partnership or other business entity to be formed by the Applicant. Dated this day of , 200 seller: Transfer by Operation of Law Buyer: First Hand Management, LLC License # 41-09681-0027 Circle K Stores. Inc. Licensee & License Number Applicant Shell #7 Circle K Store #2709846 Trade name Trade name Applicant (Buyer) now owns premises* Signature Signature Assistant Secretary Position Position Kim Kwiatkowski Print Name Print Name *No Seller Exists (Transfer by Operation of Law) Christopher W.Carr Daniel W. Corr . .....nnt.g John J. Coates Kevin M. Cootes H.Alan Dill sti Robert A. Dill 455 Sherman Street.Salie 300 Thomas M.Dunn rA� - - - Denver, Colorado 80203 John A. Hutchings Phone: 303-777-3737 Stephen M. Lee Fox: 303-777-3823 Foy M.Matsukoge D DILL CAU SrONI\ARIR &HUrC NIN0S, PC www.dillanddill.com Robert S.McCormock Direct Dial(303)282-4127 Bruce D. Pringle E-Mail:cfontenot@dillanddill.cem Dean M.Smurthwoite Adam P.Stopen Jon Stonbroker March 8, 2007 Patrick D.Tooley 'Also licensed in Nevado VIA DHL Jennifer Luna Office of Clerk to the Board Weld County Government 915 10`h Street Greeley, CO 80631 • RE: Application for Transfer of 3.2 Beer Off-Premises License Circle K Stores,Inc. d/b/a Circle K Store#2709846 10963 I-25 Access Road, Longmont, CO 80504 Dear Ms. Luna: Enclosed please find a copy of the letter from the State Liquor enforcement Division, confirming that a master file has been set up for Circle K Stores, Inc. Please replace the copy of the Interim master file letter in the application for Circle K Store# 2709846. Thank you for your consideration in this matter. Should you have any questions,please call me at 303-282-4127. Very truly yours, C stine Fontenot Paralegal encl./cc: our file STATE OF COLORADO LIQUOR ENFORCEMENT DIVISION Department of Revenue Business Location �1z rnr. 1881 Pierce Street,Suite 108A,Lakewood, CO 80214 •-� Phone(303)205-2300 FAX(303)205-2341 E-mail:LED(a�spike.docstate.co.us Bill Ritter.Jr. Governor Website:www.revenue.state.co.us/Liquor Enforcement Roxanne Huber Executive Director Dan Hartman Acting Division Director March 27, 2007 Circle K Stores, Inc. Circle Stores . 1130 W. Warner Rd. Tempe, AZ 85284 Re: State Master File for Circle K Stores, Inc. D/B/A Circle K Stores Dear Sir or Madam: This is to advise you that the Colorado Liquor Enforcement Division ("Division") has, at your request, created a "master file"for the above-listed Licensee. As of the date of this letter our master file includes the following items which you have submitted: 1. Individual History Records (Form DR-8404-1) for the following persons: Paul F. Murphy Brian P. Hannasch Geoffrey C. Haxel 2. Fingerprint cards bearing the names and birth dates of the persons listed in paragraph 1. The CBI and FBI have checked the prints and reportedly found no record of any criminal history for those listed above. 3. Certificate of Authority or a Certificate of Good Corporate standing from the Colorado Secretary of State which indicates that Circle K Stores, Inc. is a corporation authorized to do business in Colorado. When filing a new application for additional licensed locations, you must check with the local licensing authority to determine what documents they may require to process your application. Please feel free to provide them with this letter, as many local authorities will not require you again to submit fingerprint cards to them if you have already submitted such documents to the Division. This letter will serve to inform the local authorities exactly which documents you have already submitted to the Division. Finally, once the local authority has approved your new license or transfer of ownership application, it must be sent to the Division. The local authority need not send change of corporate structure information previously reported to the Division, as listed in and approved by this letter. The only documents which are needed for a new or transfer of ownership application by the Division are: 1. The approved application signed by the local authority; 2. The appropriate fees; 3. A copy of this letter; 4. Proof of possession of the premises; 5. A diagram of the licensed premises; 6. Completed form DR 8442, and an Individual History Record (DR 8404-1) if manager's registration is required. Sincerely, Laura Licensing Director Circlekl.mas.ka FILED ON BEHALF OF THE APPLICANT DR e.w OE aI BY DILL DILL CARR STONBRAKER&HUTCHINGS.P.c. 21 - COLORADO DEPAmv OF REVENUE 003)777.3737 L1OUDn ENFORCEMENT T DIVISION 1375 s"'ERMAN STREET MASTER FILE APPLICATION DENVER CO 00261 COLORADO FERMENTED MALT BEVERAGE (3.2% BEER) LICENSE APPLICATION ❑ NEW LICENSE 0 TRANSFER OF OWNERSHIP ❑ LICENSE RENEWAL • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN • APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) • LOCAL LICENSE FEE $ • APPLICANT SHOULD OBTAIN A COPY OF THE COLORADO LIQUOR AND BEER CODE(Call 303-370-2165) DO NOT WRITE IN THIS SPACE 1. Applicant Is applying as a ® Corporation D Partnership(includes Limited Liability and Husband and Wife Partnerships) 0 Individual ❑ Limited Liability Company ❑ Association or Other 2. Applicant(s)If an LLC,name of LLC;if partnership,at least 2 partners'names;If corporation,name of corporation Fein Number • CIRCLE K STORES, INC. 74-1149540 2a.Trade Name of Establishment(DBA) State Sales Tax No. Business Telephone CIRCLE STORE NO. (Please see attached.) VARIOUS VARIOUS 3. Address of Premises(specify exact location of premises) VARIOUS City County State ZIP Code VARIOUS VARIOUS CO VARIOUS 4. Mailing Address (Number and Street) City or Town State • ZIP Code 1130 W. WARNER RD. TEMPE AZ 85284 5. If the premises currently have a liquor or beer license,you MUST answer the following questions: Present Trade Name of Establishment(DBA) Present State Leenas No. Present Class of License Present Expiration Date VARIOUS VARIOUS 3.2% BEER OFF PPEM. VARIOUS LAB! SECTION 4::NONREFUNDABLE-APPLICATION FEES ';..LIAR 1 ,t,SEOTFON a r1 C i:1-2 3.1%_BEEFILICENSE FEES;A 2375 Master File Background $250.00 x 3 =$750.00 2300 ❑ Application Fee for New License $1,125.00 2121 ❑ Retail 3.2%Beer On-Premises(City) $ 96.25 2302 ❑ Application Fee for New License- 2124 ❑ Retail 3.2%Beer On-Premises(County) $117.50 w/Concurrent Review $1,225.00 2122 ❑ Retail 3.2%Beer Of-Premises(City) $ 96.25 2310 ❑ Application Fee for Transfer $1,125.00 2125 Retail 3.2%Beer Off-Premises(County) $117.50 2312 ❑ Application Fee for Transfer- 2123 ❑ Retail 3.2%Beer On/Off Premises(City) $ 96.25 w/Concurrent Review $1,225.00 2126 ❑ Retail 3.2%Beer On/Off Premises(County) $117.50 2370 ® Master File Location Fee $25.00 x 61 ($1000.0)) Total DO NOT WRITE IN THIS SPACE-FOR DEPARTMENT OF REVENUE USE ONLY LIABILITY INFORMATION Li Issued Through County City industry Type License Number Account Liability Data (Expiration Data) FROM TO Stab City County -750(999) 2180.100(999) 2190.100(999) Can Fund Wm Laces a'"car Trani.Lbws TOTAL 2300-100 2310-100 (999) (999) DR 2403(01/23/05)Page 2 APPLICATION DOCUMENTS CHECKLIST AND WORKSHEET Instructions:This check list should be utilized to assist applicants with filing all required documents for Iicensure.All documents must be properly signed and correspond with the name of the applicant exactly.All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED I. APPUCANT INFORMATION ❑ A. Applicant/Licensee identified. ❑ B. State sales tax license number listed or applied for at time of application. ❑ C. License type or other transaction identified. ❑ D. Return originals to local authority. ❑ E. Additional information may be required by the local licensing authority. II. DIAGRAM OF THE PREMISES ❑ A. No larger than 8 1/2°X 11'. ❑ B. Dimensions included (doesn't have to be to scale). Exterior areas should show control(fences,walls,etc.). O C. Separate diagram for each floor Of multiple levels). ❑ D. Kitchen-identified if Hotel and Restaurant III. PROOF OF PROPERTY POSSESSION O A. Deed in name of the Applicant ONLY(or) ❑ B. Lease in the name of the Applicant ONLY. ❑ C. Lease Assignment in the name of the Applicant(ONLY)with proper consent from the Landlord and acceptance by the Applicant. ❑ D. Other Agreement if not deed or lease. IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS O A. Individual History Record(s)(Form DR 8404-i). ❑ B. Fingerprints taken and submitted to local authority.(State authority for master file applicants.) ❑ C. Purchase agreement,stock transfer agreement,and or authorization to transfer license. ❑ D. List of all notes and loans. V. CORPORATE APPUCANT INFORMATION(If Applicable) ❑ A. Certificate of Incorporation(and/or) ❑ B. Certificate of Good Standing If incorporated more than 2 years ago. ❑ C. Certificate of Authorization If foreign corporation. ❑ D. List of officers,directors and stockholders of parent corporation (designate 1 person as'principal officer"). VI. PARTNERSHIP APPUCANT INFORMATION(If Applicable) ❑ A. Partnership Agreement(general or limited). Not needed if husband and wife. VII. LIMITED UABILITY COMPANY APPLICANT INFORMATION(If Applicable) ❑ A. Copy of articles of organization(date stamped by Colorado Secretary of State's Office). ❑ B. Copy of operating agreement. ❑ C. Certificate of Authority(if foreign company), Vill. MANAGER REGISTRATION FOR HOTEL AND RESTAURANT,TAVERN UCENSES WHEN INCLUDED WITH THIS APPLICATION ❑ A. $75.00 fee. O B. Individual History Record(DR 8404-1). DR 11403 C Q3 e)Pye4 15. If applicant is a corporation,partnership,association or a limited liability company,applicant must list ALL OFFICERS,DIRECTORS, GENERAL PARTNERS,AND MANAGING MEMBERS.In addition applicant must list any stockholders,partners,or members with OWNER- SHIP OF 10%OR MORE IN THE APPLICANT.AU.PERSONS LISTED BELOW must also attach form DR 84041(Individual History Record),and submit finger print cards to their local licensing authority. Name Home Address,City&State Date of Birth Position %Owned- 4422 Mallard Point Director/ Brian P. Hannasch Columbus, IN 47201 10/03/66 Pres/Sec 0% 991 E. Divot Dr. Director/ Paul F. Murphy Tempe, AZ 85783 11/06/53 Treasurer 0%_ 7849 E. Vista Bonita Dr. Vice Geoffrey C. Haxel Scottsdale, AZ 85255. 11/06/61 President 0% 1130 W. Warner Rd. Circle K Corporation Tempe, AZ 85284 N/A Shareholder 10e% ❑ •if total ownership percentage disclosed here does not total 100%,applicant must check this box Applicant affirms that no individual,other than those disclosed herein,owns 10%or mare of the applicant Additional Documents to be submitted by type of entity ® CORPORATION ® Cert.of Incorp. ® Cert.of Good Standing(it more than 2 yrs.old) ® Cart of Auth.(If a foreign corp.) 0 PARTNERSHIP 0 Partnership Agreement(General or Limited) 0 Husband and Wife ❑LIMfTED LIABILITY COMPANYpartnership(no written agreement) ❑Articles of Organization 0 Cart,of Authority(if foreign company) ❑ Operating Agrmt ASSOCIATION OR OTHER Attach copy of agreements creating association or relationship between the parties Registered Agent(if applicable) Address CORPORATION SERVICE COMPANY 1560 B BRR Service BROADWAY, SUITE 2090, DENVER, CO 80202 i t R t ! �'-.liti 4 Y4�1: h ,�lY"�i.X-'M (� 41J tE ' .a. dwk.,,` + ' a x! ;owe,"1 �/� C s-vr r%} i°' i.�. c 5"t +r7e -A'?d'r�+„R: r '", $;. 6declare linger pepallifPf**Oki:Mg td the y of myx pawfedge I als6 acknowledge that iT Js my rastlponsryrlrty and the respons tn7rty7 ofiny agents and employees to com with the rovisions of the Colorado Liquor pr Beer Cdde which a ftty license z >s> i Director /President/Secretary J i e sit ' Authon Sig Title ! , v. a x Date / 01/02/07 .R�Pdf�f'AN gpPROVt�C'OF LOCAL LfCENSING 4UTHORITY CiTYICOU ' 4 Date application flied with local authority - � 'Fe l "^'' Deta of local authority hearing(for new license applicants;cannot leas than 30 days from data of application 12-47411 (1))C.R.S. THE LOCAL LICENSING AUTHORITY HEREBY AFFIRMS: That each person required to file DR 8404-I(Individual History Record)has: ❑ Been fingerprinted - Yes No 0 0 ❑ Been subject to background investigation,Including NCIC/CCIC check for outstanding warrants ❑ ❑ That the local authority has conducted,or intends to conduct,an inspection of the proposed premises to ensure that the applicant is in compliance with,and aware of,liquor code provisions affecting their class of license 0 0 (Check One) ❑ Date of Inspection or Anticipated Date ❑ Upon approval of state licensing authority. The foregoing application has been examined;and the premises,business to be conducted,and character of the applicant are satisfactory. We do report that such license,if granted,will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 12,Article 46 or 47,C.R.S. THEREFORE,THIS APPLICATION IS APPROVED. Local Licensing Authority for Telephone Number ❑ TOWN,CITY Signature Title ❑ COUNTY Data Signature(attest) Title Date , OR Seas(03023/06)Pees s 6. Is the applicant(including any of the partners,if a partnership;members or manager if a limited liability company;or officers,stock- Yes No holders or directors It a corporation)or manager under the age of twenty-one years? ❑ Ig 7. Has the applicant(Including any of the partners,if a partnership;members or manager 8 a limited liability company;or officers, stockholders or directors ii a corporation)or manager ever(In Colorado or any other state); Yes No (a) been denied an alcohol beverage license? l In (h) had an alcohol beverage license suspended or revoked? O El (c) had interest in another entity that had an alcohol beverage license suspended or revoked? O If you answered yes to 7a,h or c,explain in detail on a separate sheet • 8. Has a 3.2 beer license for the premises topreceding one year?if be licensed been denied within the "yes,' Yes No explain in detail. ❑ OD 9. Has a liquor or beer license ever been issued to the applicant(Including any of the partners,if a partnership;members or manager if a limited liability company;or officers,stockholders or directors If a corporation)?If yes,identify the name of the business and list any Yes No current or former financial interest in said business Including any loans to or from a licensee. PLEASE SEE ATTACHED ® O 10. Does the Applicant,as fisted on line 2 of this application,have legal possession of the premises for at least 1 year from the date that Yes No this license will be issued by virtue of ownership,lease or other arrangement? ® ❑ ❑ Ownership ❑ Lease ® Other(Explain ln Detail) Will file deeds and/or lease with individual applications a. If leased,Ilst name of landlord and tenant,and date of expiration,EXACTLY as they appear on the lease: Landlord Tenant VARIOUS VARIOUS Expires VARIOUS Attach a diagram and outline or designate the area to be licensed(Including dimensions)which shows the bars,brewery,walls,partitions, entrances,exits and what each room shall be utilized for in this business.This diagram should be no larger than 8 1/2'X 11'.(Doesn't have to be to scale) 11. Who, besides the owners listed in this application(including persons,firms,partnerships,corporations,limited liability companies), will loan or give money,Inventory,furniture or equipment to or for use in this business;or who will receive money from this business. Attach a separate sheet If necessary. Name Date of Birth FEIN or SSN Interest NONE N/A N/A N/A Attach copies of all notes and security instruments, and any written agreement,or details of any oral agreement,by which any person(including partnerships, corporations,limited liability companies, etc.)will share in the profit or gross proceeds or this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit,sales,giving of advice or consultation. Date of Birth 12. Name of Manager for all on and on/otf applicants. VARIOUS VARIES • 13. Does this manager act as the manager of,or have a financial interest In,any other liquor MASTER FILE Yes No licensed establishment in the State of Colorado? It yea,provide name,type of license and account number. APPLICATION [] Egi 14. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners,officers, directors,stockholders,members(LLC)or managing members(LLC)and any other persons with a 10%or greater financial Interest in Yes No the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? O If yes,provide an explanation and include copies of any payment agreements. STATE OF COLORADO COLORADO DEPARTMENT OF REVENUE i. Liquor/Tobacco Enforcement Division Rosins Location '~l•,�. 1881 Pierce Street,Suite 108A.Lakewood,Colorado 80214 A' Phone 303.205.2300 1,^` FAX 303.205.2341 E-mail:LED®spike.dorstate.co.us Bill Owens Governor Website:www.revenue.state.co.us/liduorenforcement M.Michael Cooke January 12, 2007 Executive Director Matt D.Cook Circle K Stores, Inc Division Director Circle Stores 1130 W. Warner Rd. Tempe, AZ 85284 Re: Masterfile Account#21-65089-0000 Dear Licensee: This is to confirm that we have received the following documents and fees to process a change in the masterfile account noted above. 0 Form DR 8177—Corporate Report of Changes 0 Evidence of Corporate Good Standing Individual History Record for k �/ L,.e. d /1 Cv, /7a.nw t_ Finger Print Card for LL�� OOc m2 , which was sent to C.B.I. on . 9, 0?407 . Individual History Record for aid Finger Print Card for fo..4 m6 O , which was sent to C.B.I. on fir, 9, aoor/ Fees payable to the Colorado Department of Revenue in the amount of$/7522. oO jc Fees payable to the Colorado Bureau of Investigation in the amount of$ //8. Sp The following additional documents or fees are needed to complete the change in masterfile: $ payable to Colorado Department of Revenue $ payable to Colorado Bureau of Investigation Once the Liquor Enforcement Division has received a final background report on the individuals noted above, we will generate a letter of final approval for this proposed change in masterfile. Sincerely, t een pod a��e_eet� a Adminstrative Assistant DR8481 (12/14/O4) Y ON DR 84041 (01/06A35) B Z DBmw POFTRE ARAKER PPLICANT COLORADO DEPARTMENT OF REVENUE (3O3)777-3737G�_'w N tNOS P.C. UOUOR ENFORCEMENT DIVISION 1881 PIERCE STREET RM 10aA DENVER CO 80291 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant,all general partners of a partnership,and limited partners owning 10%(or more)of a partnership; all officers and directors of a corporation, and stockholders of a co such corporation; all limited liability company MANAGING members, and officers or other limited liability company members with a 10% (or more)ownership interest in such company and all managers of a Hotela tion owning O and Restaurantmore)or a Tavern License. of the stock of NOTICE: This individual history record provides basic information which is necessary for the licensing author ty investigation. All questions must be answered In their entirety or your application may be delayed or not processed. EVERY answer you give will be checked for its truthfulness.A deliberate falsehood or omission will jeopardize the application as such falsehood within itself constitutes evidence regarding the character of the applicant 2.Your Full Name(last,first,middle) 3.�tanyothernamesyouhavaused. Haxel Geoffre Charles 4.Mailing address(If different from residence) None Home 1130 W Warner Rd, Tempe, AZ 85284 602-7 Telephone 5.List all residence addresses below.Include current 6years. —4302 lSTT3•Lsse 1t, and previous addresses for the past five years. Current FROM amiTO 7849 E Vista Bonita Dr. Ellgenil08-2001 6.List all current and former employers or businADDesses engaged I NAME OF EMPLOYER _ In within the last five years(Attach separate sheet f necessary) s® FROM TO 1130 W Warner Rd,Tempe,AZ 85284 allillilliMillialliall 01-1992M IIMIIIIIIIM --- 7.List the name(s)of relatives working in or holding a financial Interest in the Colorado alcohol beverage industry.immuni -- NAME OP RELATIVE RELATIONSHIP TO YOU POSITION HELD allaillaillillallial allallallitillIMIIIIIIIIII allalliallalaill 8.Have you ever applied for,held,or had an interest In a State of Colorado Liquor or Beer License,or loaned money,furniture or fixtures, Inventory,to any liquor or beer licensee?If yes,answer In detail. ❑Yes 2No equipment or 9.Have you ever received a violation notice suspension or revocation,for a liquor law violation,or have you applied license anywhere in the U.S.?If yes,explain in detail. Yes EtNo for or been denied a liquor or beer 10.Have you ever been convicted of a crime or received a suspended sentence,deferred sentence,or forfeited bait for any offense in criminal or military court or do you have any charges pending?Include arrests for DUI and DWAI.(If yes,explain In detail.) ;1 Yes ❑No 1985—Tulsa,OK; arrested for misdemeanor public intoxication 6 disturbing the peace . Paid a fine and released. 2004—Peoria,AZ arrested in February and convicted in August of DUI, pled guilty. 11.Are you currently Under probation(supervised or unsupervised),parole,or completing the requirements of a deferred sentence? (H yes,explain in detail.) - ❑Yes ® 4o 12.Have you ever had any STATE issued licensee suspended,revoked,or denied including a drivers license? (If yes,explain in detail.) Dyes ®OJo PERSONAL AND FINANCIAL INFORMATION Unless otherwise provided by law in 24-72-204 C.R.S.,information provided below will be treated as CONFIDENTIAL Colorado liquor licensing authorities require the following personal Information In order to determine your suitability forlicensure pursuant to 1247-307 C.R.S. 13a.Date of Birth b.Sociale.al Security Number SSN Place of Birth d.U.S.Citizen? I s,If Naturalized,State where Ponca City, OK Kl®Yea Q No f.When 5.Name of District Court NA NA NA h.Naturalization Certificate Number I.Date of Certification J.If an Men,Give Alien's Registration Card Number k.Permanent Residence Card Number NA NA NA NA I.Height m.Weight n.Hair Color o.Eye Color p.Sex q.Race II r.Do you have a current Driver's License?If so,give number and state 5' 11" 248 Brown BL M caucasiat( ®Yea ❑No 14.Financial Information. NA a.Total purchase price$ (If buying an existing business)or Investment being made by the applying ent ity,corporation, partnership,limited liability company,other$ NA b.List the total amount of your Investment In this business Including any notes,loans,cash,services or equipment,operating capital, stock purchases and fees paid$ NA ' — no personal investment c.Provide details of Investment. You must account for the sources of ALL cash(how acquired).Attach a separate sheet if needed. Type:Cash,Services or Equipment Source:Name of Bank;Account Type and Number Amount NA NA NA • d.Loan Information(attach copies of all notes or loans) Name Of Lender and Account Number Address Term Security Amount NA NA NA NA NA 15.Give name of bank where business account will be maintained;Account Name and Account Number;and the name or names of persons n.nhn,i..4 to rlrvw tharann Circle K Stores Inc. Account at Mellon Bank; Account number 164-3796 Authorized signers: Brian Hannasch, Paul F. Murphy, Geoffrey C. Hazel, Charles Michael Parker, Robert G. Campau Joy A. Powell Oath of Applicant . I declare under penalty of perjury in the second my knowledge. degree that this application and all attachments are true, correct,and complete to the best of-,. Authorize Si nature C / JTills . I I/f/ Vice President Data 10/26/06 FILED ON BEHALF OP THE APPLICANT DR 8404-I (01108/05) BY DILL DILL CARRSIONBRAKERaH{ HINGS.RC COLORADO DEPARTMENT OF REVENUE (303)777-3737 LIQUOR ENFORCEMENT DIVISION 1881 PIERCE STREET RM 108A DENVER CO 80281 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant,all general partners of a partnership, and limited partners owning 10%(or more)of a partnership; all officers and directors of a corporation, and stockholders of a corporation owning 10% (or more)of the stock of such corporation; all limited liability company MANAGING members, and officers or other limited liability company members with a 10% (or more)ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License. NOTICE:This individual history record provides basic information which is necessary for the licensing authority investigation. All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give will be checked for Its truthfulness.A deliberate falsehood or omission will jeopardize the application as such falsehood within Itself constitutes evidence regarding the character of the applicant. 1.Name of Business Circle K Stores Inc. 2.Your Full Name(last,first,middle) 3.List any other names you have used. • Hannasch, Brian Patrick None 4.Mailing address(if different from residence) Home Telephone • 1130 W Warner Rd, Tempe, AZ 85284 812-350-6735 S.List all residence addresses below.Include current and previous addresses for the past five years. STREET AND NUMBER CITY,STATE, ZIP FROM TO Current 4422 Mallard Point Columbus,IN 47201 02-2000 Present Previous 6.List all current and former employers or businesses engaged in within the last Ave years(Attach separate sheet if necessary) NAME OF EMPLOYER ADDRESS(STREET, NUMBER,CITY,STATE, ZIP) POSITION HELD FROM TO Circle K Stores Inc. 1130 W Warner Rd Tempe AZ 85284 President/Sec. 12-2003 Present 1600 St..�Martin Blvd. .East Alimentation Couche—Taxd Tower B_#200, Laval'Quebec H7G4S7Vice President 02-2000 Present T.Ust the name(s)of relatives working In or holding a financial Interest In the Colorado alcohol beverage industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF LICENSEE None NA NA NA B.Have you ever applied for,held,or had an interest In a State of Colorado liquor or Beer License,or loaned money,furniture or fixtures,equipment or Inventory,to any liquor or beer licensee?If yes,answer in detail. �Yes IN No • 9.Have you ever received a violation notice suspension or revocation,for a liquor law violation,or have you applied for or been denied a liquor or beer license anywhere In the U.S.?If yes,explain In detail. �Yes fi]No 10.Have you ever been convicted of a crime or received a suspended sentence,deferred sentence,or forfeited ball for any offense in criminal or military court or do you have any charges pending?Include arrests for DUI and DWAI.(If yes,explain in detail.) ❑Yes 12No • 11.Are you currently under probation(supervised or unsupervised),parole,or completing the requirements of a deferred sentence? (if yes,explain in detail.) Eves lgNo • 12.Have you ever had any STATE issued licenses suspended,revoked,or denied including a drivers license? (If yes,explain In detail.) ❑Yes ,�;No PE• Unless otherwise provided by law In 2¢- 0L 72--2 4C R 5D,INANCIAL INFORMATION informs on provided be below will be treated as CONFIDENTIAL. Colorado liquor licensing authorities require the following personal information in order to determine your suitability for licensors pursuant to 1247-307 C.R.S. 13a.Date of Birth b.Social Security Number SSN e.Place of Birth d.U.S. ENo Caro 11,IA lX®Yes o e.If Naturalized,State where 1.When gNAama of District Court NA NA • h.Naturalization Certificate Number I.Date of Certification J.If an Allen,GNaAllen's Registration Card Number k.Permanent Residence Card Numbei NA NA NA NA I.Height m.Weight n.Hair Color o,Eye Color p.Sex q.Race r,Do you have a current Driver's License?If so,give number and state 5'10" 180 Brown Blue M Caucasia Yes ❑No 14.Financial information. NA a.Total purchase price$ (If buying an existing business)or investment being made by the applying entity,corporation, partnership,limited liability company,other$ NA b.List the total amount of your Investment in this business including any notes,loans,cash,services or equipment,operating capital, stock purchases and fees paid$ NA No personal investment c.Provide details of Investment. You must account for the sources of ALL cash(how acquired).Attach a separate sheet If needed. Type:Cash,Services or Equipment Source:Name of Bank;Account Three and Number Amount NA NA NA d.Loan Information(attach copies of all notes or loans) Name of Lender and Account Number Address Term Security Amount NA NA NA NA NA • • 15.Give name of bank where business account will be maintained;Account Name and Account Number;and the name or names of persons as M,nrl,arl In rine.a tharann Circle K Stores, Inc. account*Authorized signers: Brian P. Hannasch, Paul F. Murphy,164-3796;Geoffrey C. Hazel, Charles M. Parker, Robert G. Campau, Joy A. Powell Oath of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true,co my knowledge. PP meet,arid complete to the best of . Author i -title - r� c Data -��Y _ --- THE 514CNT 1 JECR ETPrly 10/26/06 FILED ON BEHALF OF EAPPLICANT DR 8404-I (01/08105) HY DILL DILL CARR S ONBRAlaI NU O3INOS.P.C. COLORADO DEPARTMENT OF REVENUE (303)777-3737 LIQUOR ENFORCEMENT DIVISION 1881 PIERCE STREET RM 108A DENVER CO 80281 INDIVIDUAL HISTORY RECORD To be completed by each Individual applicant,all general partners of a partnership, and limited partners owning 10% (or more)of a partnership; all officers and directors of a corporation, and stockholders of a corporation owning 10% (or more)of the stock of such corporation; all limited liability company MANAGING members, and officers or other limited liability company members with a 10% (or more)ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License. NOTICE: This individual history record provides basic information which is necessary for the licensing authority investigation. All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give will be checked for its truthfulness.A deliberate falsehood or omission will jeopardize the application as such falsehood within itself constitutes evidence regarding the character of the applicant. 1.Name of Business Circle K Stores Inc. 2.Your Full Name(last,first,middle) _ 3.List any other names you have used. Murphy, Paul Francis None 4.Mailing address(if different from residence) Home Telephone 1130 W Warren Rd, Tempe AZ 85284 602-728-7528 5.List all residence addresses below.Include current and previous addresses for the past five years. STREET AND NUMBER CITY,STATE, ZIP FROM TO Current 991 E Divot Dr. Tempe, AZ 85283 04-1987 Present Previous • 6.List ell current and former employers or businesses engaged in within the last five years(Attach separate sheet if necessary) NAME OF EMPLOYER ADDRESS(STREET, NUMBER,CRY,STATE, ZIP) POSITION HELD FROM TO Circle K Stores Inc. 1130 W Warner Rd, Tempe,AZ 85284 Treasurer 11-1993 Present 7.List the name(s)of relatives working in or holding a financial Interest in the Colorado alcohol beverage Industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF LICENSEE None NA NA NA 8.Have you ever applied for,held,or had an Interest In a State of Colorado Liquor or Beer License,or loaned money,furniture or fixtures,equipment or Inventory,to any liquor or beer licensee?If yes,answer in detail, Yes ,j No • 9.Have you ever received a violation notice suspension or revocation,for a liquor law violation,or have you applied for or been denied a liquor or beer license anywhere in the U.S.?If yes,explain In detail. Yes rrti; No • 10.Have you ever been convicted of a crime or received a suspended sentence,deferred sentence,or forfeited ball for any offense in criminal or military court ❑or do you have any charges pending?Include arrests for DUI and DWAI.(If yes,explain In detail.) Yes uNo 11.Are you currently under probation(supervised or unsupervised),parole,or completing the requirements of a deferred sentence? (d yes,explain in datag.) ❑Yes u` No 12.Have you ever had any STATE Issued licenses suspended,revoked,or denied including a drivers license? (If yes,explain In detail.) Oyes QNo PTION Unless otherwise provided by law in 24-72-204 C.R.S.InformationlproviNFOdeedd be ow will be treated as CONFIDENTIAL. Colorado liquor licensing authorities require the following personal Information In order to determine your suitability for licensure pursuant to 1247-307 C.R.S. 13a.Date of Birth b.Social Security Number SSN a.Place of Birth Name d.U.S.Citizen? e.If Naturalized,State where Gander Newfoundland. C n I IX Yea ONo f.When g.N Name of District Court Phoenix,AZ 11-03-1989 h.Naturalization Certificate Number I.Date of Certification d District ofma Arizona 14170444 I.If an Aden,GheA Allen's Registration Card Number k Permanent Residence Card Number 11-03-1989 NA INA I.Height m.Weight n.Hair Color o.Eye Color p.Sex q.Race .#r.Do you have a current Driver's License?H so,give number and state 6'2" 195 Brown Brown M Caucasiar.7��Yes ❑No 14.Financial Information. NA a.Total purchase price$ (If buying an existing business)or investment being made by the applying entity,corporation, partnership,limited liability company,other$ NA b.Ust the total amount of your Investment In this business including any notes,loans,cash,services or equipment,operating capital, stock purchases and fees paid$NA no personal invp¢rmp nt c.Provide details of Investment. You must account for the sources of ALL cash(how acquired).Attach a separate sheet if needed. Type:Cash,Services or Equipment Source:Name of Bank;Account Type and Number Amount NA NA NA d.Loan Information(attach copies of all notes or loans) Name of Lender and Account Number Address Term Security Amount NA NA NA NA NA • 15.Give name of bank whore business account will be maintained;Account Name and Account Number;and the name or names of persons tn Ora *,reran" Circle K Stores, Inc. account* 164-3796; Mellon Bank; Authorized signers: Brian P. Hannasch, Paul F. Murphy, Geoffrey C. Haxel, Charles M. Parker, Robert G. Campau, Joy A. Powell I declare under • penalty perjury Oath of Applicant p rJ ry in the second degree that this application and all attachments are true,correct,and complete to the best of" my knowledge.o Au ed Sin\ •l ` nne`‘RERSuRER IDa�t^ir7 �E ^g t V 'Itsstr/• t � C� R \ . k ‘ 1 id 1v s F F 1 ( n ej 4,k PP CV S ,t o i ;: m sz \ ! I it Ili 'i11 III 1 II` I I t 'I' y 'se. II 0 T I .� ^. j ' Ir1 g e 1 . ii N a C. PI l D < ! ! 1 I I I 1 s TTT 4Q� ,.1 I �{) H I !II III, •I W - I Ir. aE U 11�U. �.� ids `� '�\z pi Ni li., . 2. / Z 8 >WrWia �r .k m møt?, a I, 'W.i�yF. O 'I~ iii w � a 3 1 I IF II iy , O U 'I 6I. I, t I <l0,1I O r ! . a J. _ aII 4�1 E it '! j � • N y J F F illi On Q ikSt m < < 1 Jf O �H `O S' �1 N ' < ¢ J • \ .` DLL 1 O 3 .•a. '1 f in = J p 3 1 t O Iv a OO ah I �• - „ a .ly ( j1t RpF C .----li A`•, �� i--k .lye _4• w.-„•„- .,-�- A. c-- a ` � X l a • 2709846 I I ON IIIIIIIIIIIIIIIIIIIIIII 3i, 03:50PWd Coullry'�'�p 400.00 CO Steve Moreno Clerk&Recorder SPECIAL WARRANTY DEED Return To: Circle K Stores Inc. 1130W.Warner Road Tempe,AZ 85284 Attn:Real Estate Coordinator This Special Warranty Deed ("Deed"), dated to be effective as of the 1st day of December, 2006 ("Effective Date"), is by and between Equilon Enterprises LLC, a Delaware limited liability company with offices located at 12700 Northborough Drive, Houston, Texas 77067 ("Grantor") and Circle K Stores Inc., a Texas corporation with offices located at 315 CtS Commons Mall, Columbus, Indiana 47201 ("Grantee"). WITNESSETH: For and in consideration of the sum of$10.00 and the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, CONFIRM and RELEASE unto Grantee, its successors and assigns forever, the Premises more particularly described in Exhibit"A" attached hereto and made a part hereof (the "Premises"), together with any buildings, fixtures and improvements owned by Grantor and located thereon. Together with all right, title and interest, if any, of Grantor in and to any streets and roads abutting the Premises to the center lines thereof, plus all the estate and rights of Grantor in and to any easements, rights, privileges, appurtenances and other hereditaments appurtenant to the Premises; This conveyance is made by Grantor and accepted by Grantee SUBJECT TO all reservations, exceptions, restrictions, easements, encumbrances, rights of way and other matters of record affecting the same and set forth on "Exhibit B", to the extent that the same are currently valid and enforceable against the Premises and applicable zoning regulations. TO HAVE AND TO HOLD the Premises unto Grantee, its successors and assigns in fee simple forever; but: IN ADDITION TO THE FOREGOING, Grantor grants the Premises to Grantee subject to the following covenants and restrictions: 1. From and after the Effective Date until November 30, 2021 ('Termination Date"), if gasoline or branded diesel is stored, advertised or sold at or from the Premises, the gasoline or branded diesel stored, advertised or sold shall be sold under the "Shell" trademark or other "Shell" brands under which motor fuel products are sold ("Brand Covenant"), all as more fully set forth in that certain Branding and Product Purchase Commitment Agreement dated as of the Effective Date, by and between Grantor and Grantee ("Branding Agreement"). The Brand Covenant shall expire automatically on the Termination Date without need for filing a release, or other action of either Grantor or Grantee. The Premises and every portion thereof shall be improved, held, used, occupied, leased, sold, hypothecated, encumbered and conveyed subject to the Brand Covenant. The Brand Covenant and 22the // eremedies for breach Cost Center.#120029 nq i"7 P7✓W l0 / Location:10963 I-25 Access Road West, Longmont,CO 1111111111111111IIII0111111I IM MO III11111III'IIII 3439318 12/04/2006 03:60P Weld County, CO 2 of 11 R 56.00 t1 480.00 Steve Moreno Clerk& Recorder thereof, as provided in the Branding Agreement, shall run with the land, and pass with each and every portion of the Premises, and shall apply to and bind the respective successors, assigns and transferees and subsequent owners in interest thereof. The Brand Covenant is imposed upon the entire Premises. Grantee agrees to include the Brand Covenant in any conveyance or assignment of the Premises prior to the Termination Date to a successor grantee and, as a condition of any conveyance of the Premises, to require successor grantees to enter into an agreement assuming all obligations of Grantee under the Branding Agreement. 2. Until the Termination Date, Grantor retains a right of first refusal to purchase the Premises, pursuant to the terms of the Branding Agreement ("Rlaht of First Refusal'). The Right of First Refusal shall expire automatically on the Termination Date, without need for filing a release, or other action of either Grantor or Grantee. The terms of the Right of First Refusal are set forth on "Exhibit C". 3. Grantee has granted a right of access to Grantor pursuant to the terms of an Access Agreement dated as of the Effective Date, which is being recorded on the same day as this instrument. 4. Grantee covenants and agrees that it shall not install any well or other tank, pump or related equipment for the storage of potable water at the Premises. Grantee further covenants and agrees that it shall not improve or use the Premises for residential purposes. Each of these covenants shall run with the Premises, and pass with each and every portion of the Premises, and shall apply to and bind the respective successors in interest thereof. Grantee agrees to include these restrictions in any conveyance or assignment of the Premises to a successor grantee. SUBJECT to the foregoing, Grantor covenants with Grantee that Grantor will warrant and defend title to the Premises against the lawful claims of all persons claiming by, through, or under Grantor, but not otherwise. [Signatures Appear on Following Page] -2- 1111111 11111 111111111 11111111111 11I ll 11111 111 1111 3439318 12/04/2806 03:50P Weld County, CO 3 of 11 R 56.00 D 400.00 Steve Moreno Clerk&Recorder IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be duly executed on the day and year first above written. Equllon Enterprises LLC [LLC SEAL] By: Name:Charles T. Badrick Title:Manaaer. Real Estate Contracts Signed, Sealed and Delivered in Our Presence: WITNESS: revrota., PrintedMon1 Yep, WITNESS: Printed Nam_ L4fr , This Instrument prepared by: Beverly J.Kiug as Agent for EQUILON ENTERPRISES LLC 12700 Noithborough,Suite 130 Houston,TX 77067 CC#120029 Parcel Identification No.: 1313-10-1-00-033 (Recording Legend) Tax statements should be sent to: Circle K Stores Inc. Rent and Property Tax Department 1130 W. Warner Road, Building B Tempe, AZ 85284 Attn: Rents and Property Tax Supervisor -3- 11111 1110111111111111 Iill 3439918 12/04/2008 03:50P Weld County, CO 4 of 11 R 56.00 D 400.00 Steve Moreno Clerk& Recorder STATE OF TEXAS SS. COUNTY OF HARRIS The within and foregoing instrument was acknowledged before me this 20th day of November 2006, by Charles T. Badrick, the Manager, Real Estate Contracts of Equilon Enterprises LLC, a Delaware limited liability company, on behalf of the company. Witness my hand and official seal. /� My commission expires: �.( ! e,L Ss-4.19 NOTARY PU Print Name: M J St.t /.dui _ A 1 rdl��iEAI AP. i 1, , MIG Y TAFP;Pthli,C ATE O! t f jc ‘,1,10 '!IX�1.M�.+EN E+M1i:.E3 ' -4- 11111111111 liii!IIII 1111111111111111110111111 3439318 12/04/2006 03:50P Weld County, CO 5 of 11 R 56.00 D 400.00 Steve Moreno Clerk& Recorder EXHIBIT A Legal Description of Premises -5- AIM 11111 IIIII IIII 11111111 1111111111 III 11111 IIII 1111 3439318 12/04/2006 03:BOP Weld County, CO 6 of 11 R 56.00 0 400.00 Steve Moreno Clerk& Recorder EXHIBIT A LEGAL DESCRIPTION Pratt A: • Lot 1, STAR CENTER MINOR SUBDIVISION. EXCEPT that portion deeded to the Department cr Transportation,State of Colorado by Instrument recorded September 8,1903 In Book 1401 at Reception No.02349681, AND EXCEPT that potion deeded to the Department of Transportation,State of Colorado by Instrument recorded July 18,1997 In Bodo 1816 at Page 883 at Reception No.2668868. County of Weld, Stab d Colorado. Parcel B: DA non-exclusive easement for Ingress and egress as shown In the Instrument rcorded July 3,1086 as Reception No. 02016796. County of Weld.State of Colorado. @I FIN No.. 1417.6{ POO 4 1111111111111111�� 111111111111111111 �� 111111111Iill 3439318 12/04/2006 03:50P Weld County, CO 7 of 11 R 56.00 D 400.00 Steve Moreno Clerk& Recorder EXHIBIT B Permitted Encumbrances -6- 1 �� 1111111111 VIII 1111111111111111111111111111111111 3439318 12/04/2008 03:50P Weld County, CO 8 01 11 R 56.00 D 400.00 Steve Moreno Clerk& Recorde SCHEDULE 4.3 PERMITTED ENCUMBRANCES s Z CC#120029 cie‹ . 6O 10963 I 25 Access Road West In Longmont,CO 1. The lien for real property taxes for the year 2007, and any liens for special assessments which as of the date hereof, are not due and payable. Ad Valorem Taxes for calendar year 2006,have been paid and prorated as of the date hereof. 2. An Oil and Gas Lease, executed by Texaco, Inc., a Delaware corporation as lessor(s) and by Amoco Production Company as lessee(s), for a primary term of 2 years, dated June 2, 1976, recorded July 26, 1976 in Book 772 at Reception No. 1694431, and any and all assignments thereof of interests therein. Note: Affidavit of Lease Extension recorded July 18, 1977 in Book 803 as Reception No. 1724771. Note: Waiver of Surface Rights Agreement recorded July 3, 1985 in Book 1075 at Reception No. 02015800. Note: Assignment recorded July 22, 1991 in Book 1305 at Reception No. 02256994. Note: Partial Assignment of Oil and Gas Leases and Bill of Sale recorded April 20, 1992 in Book 1333 at Reception NO. 02284950. 3. Denial of each and every right or rights of access to and from Colorado State Highway No. 119 from and to portions of subject property as established by instrument recorded June 11, 1985 in Book 1072 at Reception No. 02012982. 4. All items set forth on the plat of Star Center Minor Subdivision recorded June 14, 1985 at Reception No. 02013395. 5. All Items set forth on the Survey of Combined Boundaries McDonald & Texaco Del Camino recorded July 3, 1985 in Book 1075 at Reception No. 02015795. 6. An easement for parking, ingress and egress and incidental purposes granted to McDonald's Corporation, a Delaware corporation by the instrument recorded July 3, 1985 in Book 1075 at Reception No. 02015796. 7. Covenants, conditions and restrictions, (but omitting therefrom any covenant or restriction based on race, color, sex,handicap,familial status or national origin, if any)which do not include a forfeiture or reverter clause, and any and all supplements, amendments, and annexations thereto,set forth in the instrument(s)recorded July 3, 1985 in Book 1075 at Reception No. 02015799. 8. All oil, gas and other minerals, conveyed to Jeffrey Oelze,by deed recorded November 18, 1996 in Book 1577 at Page 874 at Reception No. 2521003, and any an all assignments thereof or interests therein. REV. 11/24/06 RDH • . I Ili!IPI0I Ill III IIIIIlll1!lII IIl1111111lI IIII I!!1 12/0412008 03:60P Weld County, CO 9 of 11 R 56.00 D 400.00 Steve Moreno Clerk d Recorder 9. Denial of each and every right of access to and from Colorado State Highways Nos. 25 and 119 from and to portions of subject property as established by deed recorded July 18, 1997 in Book 1616 at Page 883 at Reception No. 2558668. 10. Matters of survey as disclosed by ALTA/ACSM Land Title Survey, Job No. 29726, dated July 31, 2006,prepared by Rosell Surveying and Mapping,Inc.,to wit: A. The fact that shed encroaches off of the subject property along the northerly boundary line. B. The fact that sign, gas pumps and curb encroach into the 15 foot utility easement along the northerly portion of the land. 11. All right,title and interest in and to any oil, gas, and other minerals together with the right to explore for,develop and produce same,as more particularly set forth and as reserved by Texaco Refining and Marketing, Inc.,a Delaware corporation in the Special Warranty Deed recorded June 23, 1998 at Reception No. 2621220, and any and all assignments thereof or interests therein. REV. 11/24/06 RDH 11111111111111111/III 111111111111111111III111111III /III 3439318 12/0412006 03:50P Weld County, CO 10 of 11 R 56.00 0 400.00 Steve Moreno Clerk&Recorder EXHIBIT C Right of First Refusal Until November 30, 2021, if at any time Grantee (i) receives an acceptable bona fide offer to purchase or lease from a ready, willing, and able purchaser or lessee which Grantee desires to accept, or (ii) makes a bona fide offer to sell, lease or otherwise transfer to such a purchaser or lessee, all of Grantee's right, title and interest in and to the Premises ("Offer"), Grantee shall provide written notice to Grantor, specifying the name and address of the proposed grantee or lessee and the price and complete terms of the Offer, accompanied by Grantee's affidavit that the proposed sale or lease transaction described in the Offer is in good faith. Grantor will then have the prior option to purchase or lease the Premises at the price and on the terms of the Offer, but subject to the terms provided below ("Right of First Refusal"). Grantor shall provide written notice to Grantee of Grantor's election to exercise its Right of First Refusal within 30 days after Grantor receives Grantee's written notice of the Offer. If Grantor does not timely exercise its Right of First Refusal with respect to the Premises, Grantee shall be free to sell, lease or otherwise transfer the Premises in accordance with the transaction described in Grantee's notice. If such transaction is not consummated as described in the Grantee's notice, the Right of First Refusal shall thereafter apply to the Premises. Within 20 days after the date of the notice provided to Grantee of Grantor's election to exercise its Right of First Refusal, Grantor shall designate a title company and provide written notice to Grantee of the same. Grantee shall deposit with the title company a recordable special warranty deed comparable to the special warranty deed to which this Exhibit relates or a lease containing terms consistent with the Offer described in Grantee's notice and acceptable to Grantor. Grantor shall deposit with the title company any earnest money required by the Offer. Promptly thereafter, Grantee shall (or Grantor may), at Grantor's expense, order from the title company a report on title to (or leasehold interest in) the Premises and a commitment for an owner's or lessee's (as applicable) policy of title insurance. Upon written notice from Grantor to Grantee and the title company that title is acceptable, the title company shall deliver to Grantor the deed or lease executed by Grantee, together with the owner's or lessee's (as applicable) policy of title insurance, against payment by Grantor of the purchase price (which shall include payment of any costs, fees, expenses, documentary, transfer and like taxes required to paid by Grantor), as such allocation of costs, fees and expenses may be set forth in the Offer, less any earnest money. Thereafter, the title company shall deliver to Grantee the purchase price required by the Offer less the amount of any liens accepted by Grantor and less the amount of any and all costs, fees, expenses, documentary, transfer and like taxes required to paid by Grantee as set forth in the Offer. Taxes and rent will be prorated as of the date of delivery of the deed (or the assignment of lease, as applicable) from the title company to the Grantor. Upon receipt from Grantor of written notice that the title is not acceptable, Grantee shall use commercially reasonable efforts to cure such title objections by the closing, including, without limitation, insuring against or providing a bond or suitable escrow for, any lien or other encumbrance that represents a liquidated amount or sum of money. No objection shall be made to any encumbrance that was set forth as a permitted encumbrance for the Premises in the deed from Grantor to Grantee. In no case shall Grantee be required to convey any interest in the Premises greater than the interest it is vested in. If Grantee is unable to cure the title to Grantor's satisfaction, Grantor may elect not to purchase the Premises, in which case the title company shall return the deed (or assignment of lease) to Grantee, and the earnest money to Grantor. If Grantor elects to not exercise its Right of First Refusal for any reason, Grantee may -7- 1111111IIIII IIIII /III IIIIII11IIIII Iilll III111111III /III 3439318 12/04/2006 03:50P Weld County, CO 11 of 11 R 56.00 D 400.00 Steve Moreno Clerk& Recorder sell the Premises under the terms described in the notice of the Offer provided to Grantor. Any proposed sale of the Premises under different terms than those described in such notice of the Offer is subject to the Right of First Refusal provisions described herein. This Right of First Refusal shall not apply to (i) Grantee's sale of a Premises to an affiliate of Grantee or to a Third-Party, provided, as part of such transaction Grantee concurrently leases back and operates such Premises from the affiliate or Third-Party or(ii) any sale or lease of a Premises to an affiliate of Grantee. 1999472.3 -8- II! � �P §ag �i��8i il Liatlai we �a ®i3. \, 2J'-1' �: Irani II ,\ iF a• • ;e,es 9'ls 1s' --% �: s'-tt I'1 42- ''`_• ii .j „ I. 1y73-5 •a 'AlmIsi; �.. ..[Ox01 fl a+IId !, !. l `LEY_;_ii.:': i , 5E s a N . l■CLuuuIiu':i 2- 4. sA'", '`': OSh 9�i 1u1 ( 1a'-11' L?tki 1 0 ll ■ S -11 On melt Ii l,� r i l PP u �I UD IQ i inP in s Ffl , + + I ILI • \J II i J. mg rl • at • ig m i��M�MI fl ay: ' I F Pr. 41 a'-C l e 7•-I i `ii:� . Si c�'�o a a® 'T' iLr ��1 i I�•gflu + ; ill ii; T t \ \ , 1 48'-27�" i® �� #i it R; I CIRCLE K PHOENIX 2006 9846 SITE SURVEY a 10963 I-25 FRONTAGE RD. FLOOR PLAN LONGNONT,C❑ 80504 SECRETARY'S CERTIFICATE OF CIRCLE K STORES, INC. d/b/a CIRCLE K STORES The undersigned, Brian P. Hannasch, Secretary of the above-named corporation, acknowledges that the following list contains the names of the current Officers and Directors of the entity. Directors Brian P. Hannasch Paul F. Murphy Charles Michael Parker Officers Brian P. Hannasch, President& Secretary Paul F. Murphy, Treasurer Geoffrey C. Haxel, Vice President Charles Michael Parker, Vice President Joy A. Powell, Vice President Robert G. Campau, Vice President Scott J. Stevenson, Assistant Secretary Kim Kwiatkowski, Assistant Secretary Sylvain Aubry, Assistant Secretary Richard Douglas Hamlin, Assistant Secretary Marc Lee Flanary, Assistant Secretary Waymon 0. Seber, Assistant Secretary Mathew Levi Hermansen, Assistant Secretary The following are the Principal Directors and Officers who establish policy and have control over the day-to-day operations of the businesses located in the state of Colorado, and therefore are the only Director(s) and Officers who are required to be qualified on the liquor licenses held by Circle K Stores Inc. pursuant to the request of the Colorado Department of Revenue, Liquor Enforcement Division: Brian P. Hannasch Paul F. Murphy Geoffrey C. Hazel nan P. annasch, Secretary CANADA PROVINCE OF QUEBEC CERTIFICATION I, the undersigned, SYLVAIN AUBRY, Assistant Secretary of Circle K Stores Inc. (the "Company"), hereby certify that the following list fully represent the current directors and officers of the Company and that as of this date, there has been no changes. Directors Brian Hannasch Paul Murphy Charles Michael Parker Officers Name Office BRIAN HANNASCH President and Secretary CHARLES MICHAEL PARKER Vice-President Operations, Florida/Gulf GEOFFREY C. HAXEL Vice-President Operations Arizona ROBERT G. CAMPAU Vice-President Operations, Southeast JOY A. POWELL Vice-President Operations, Westcoast PAUL MURPHY Treasurer and Assistant Secretary KIM KWIATKOWSKI Assistant Secretary SYLVAIN AUBRY Assistant Secretary RICHARD DOUGLAS HAMLIN Assistant Secretary MARK LEE FLANARY Assistant Secretary MATHEW LEVI HERMANSEN Assistant Secretary Sole Shareholder Couche-Tard U.S. L.P. Total issued and outstanding voting shares 1,000 Common Stock (see attached copy of Stock Certificate) DATED at L I, Province of Qu&bec, Canada, this 28th day of November 2006. va' Au Assis nt Se tary al c. N. I to 0 k io cc cti to r- k — K in ■ ; / to o; m _ / ! k ! � / l , aa8aa<w di 0 ( o g • ttt G , la ! } ( pc k § � § ® » § § k | § § ! & ® a ! CO ; . - ! / | kka( sii8gi ! 1 \ r | kk ` ■ ■ ! ! ! # 1J ; ! C. | Q ; ! ) § * ! » » ! ! k ak ° k a \ § k § \ | § § $ ! | � | a 2k \ 2 . _ ° art ! o .- .0 ; ! ! « ) ! 2 § \ { | ; ! ! ! # « « « : l � t2I « oesal co k ! % 2 en an© ■ _ _—r Lure, I.E. ; � ! Ck . Z � , � , .TN - . , . . . . N .3 wz _ § o } t % . f ; a \ f ( § & | ! ; ! G , ! ` , _ ! ! | i $ � \ c § ! C | t ! ! , - kiv ' O. - - ko ! ° ; ` ® ° ! ! 2Coo4. T,c ul ) � cTi { i { ! ! ! Ee ° � _ , cLuv.g $ ! 5 ; | ! ; � ` ! ! ! , , ` ` ® l2 . g � ! ; § . s ; ■ a ! « | \ \ J o.cooO ! « ! / f ) / \ � i ; f \ ! « E # a } k $ 5 of § \ ( - ! • ; ! . V .v 2og � 7 § ® � 2 ; r 4 k � � ! # ° | B ! ! ` & ee � ! ; ! ! ) ; a ! � J � . � � 2ifi * Igii § ! ) m o . B0 / C0000C | ■ | ik0 ` -0 I ) � U, .E § = lgk / / | 2kk ° " " ) ! ; ` 2 § ! / , ! ! ! ! ; ^ ! llin - ko \ -2 } } ig / k \ tki ; ; , > rc Cn ! a o e ■ On00.2 Document Processing Fee If document is on paper. $50.00 If document is filed electronically: Currently Not Available Fees are subject to change. For eh:drunic filing,and to obtain copies of filed documents visit 'aw Wsns.stale.ro.us Deliver paper documents to: Colorado Secretary of State 21.9:1311193127 i-I Bust nets Division FI i,.fdI 1560 Broadway,Suite 200 SEC i c f4'-•i`( OF ' 413- Denver,CO 30202-5169 ICS-P4-21H,5 111:7):37, Paper documents must be typed or machine printed. ABOVE SPACE FOP OFFICE USE ONLY Statement of Foreign Entity Authority filed pursuant to§7-90-301,et seq.and§7-90-803 of the Colorado Revised Statutes(C.R.S) ID number(if applicable): 19871038858 1.True name: Circle K Stores Inc. 2.Assumed entity name (if different from True name) 3. Use of Restricted Words( anv of these lon;cr idleron:un,ed in an entity MOUE,tine O "bank"or"trust"or any derivative thereof ❑ "credit union" ❑ "savings and loan" u,,a�,(jun entity,track name or trademark savg .,t"t.,l in this document,make Ice applicable ❑ "insurance","casualty","mutual",or"surety" 4.Principal office street address: 1130 W.Warner Reed (Sane:name and number) Tempe AZ 85284 (Ci(N) (State) (PosraliZip Code) (Province-II-applicable) (Country-if tun US) 4. Principal office mailing address: PO Box 52085 (if different from above) (Street name and number or Port Office Bac information) DC-38 Phoenix AZ 55072 (Ciy) (Stale) (PosabZip Code) (Province-If applicable) (Country-if not US) 5. Registered agent: (if an individual): ((art) (First) (Middle) (Sajir) OR(if a business organization): Corporation Service Company 6.The person appointed as registered agent in the document has consented to being so appointed. Rev.8/17/2004 I of 3 7.Registered agent street address: 1560 Broadway (Street name and number) Denver CO 80202 (City) (Slate) (Postal/Zip Code) 8.Registered agent mailing address: 1560 Broadway (if different from above) (Street name and number or Post Office Bas Information) Denver CO 60202 (City) (State) (Postal/Zip Code) (Province—If applicable) (Country—lfnot US) 9.Form of entity: Corporation 10.Jurisdiction of formation: Texas 11.Date entity commenced(or expects to commence)transacting business or conducting activities in Colorado: 09/30/1966 (mm)dd/ytyv) 12. (Optional) Delayed effective date: (nun/dd/)7791 Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery,under penalties of perjury,that the document is the individuals act and deed,or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing,taken in conformity with the requirements of part 3 of article 90 of title 7,C.B.S.,the constituent documents,and the organic statutes,and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part,the constituent documents,and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the secretary of state,whether or not such individual is named in the document as one who has caused it to be delivered. 13.!garnets)and address(es)of the individuallsl causing the document to be delivered for filing: Kwiatkowski Kim K. (Last) (First) Weddle) (Suffix) 1130 W.Warner Road (Street name and number or Post Office Bas information) Tempe AZ 85284 (CIO) (State) (Postalldp Code) (Province— applicable) (Country—(Inez US) (The document need not state the true name and address of more than one individual. However,If you wish to elate the mane and address ((anyadditionai individuals causing the document to be delivered for filing,mark this barDand include an attachment stating the nine and address of such individuals.) Disclaimer: Rev.3117/2004 2 of e This form,and any related instructions,are not intended to provide legal,business or tax advice,and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date,compliance with applicable law,as the same may be amended from time to time,remains the responsibility of the user of this form. Questions should be addressed to the user's attorney. Rev.8/17/2004 3 of 3 gat- of (��+ 001001 SO 4259 02-17-95 ZCke tat.. reCORP. CHANGE TOTAL • .00 SECRETARY OF STATE I, ANTONIO O. GARZA, JR., Secretary of the State of Texas, DO HEREBY CERTIFY that according to the records of this office CIRCLE K STORES INC., Arficles of Incorporation were filed in this office and a certificate of incorporation was issued on JUNE 8, 1951 under its initial name of KAY'S FOOD STORES, INC. as set forth in that instrument. IT IS FURTHER CERTIFIED that according to the records of this office Articles of Amendment were tiled in this office on JANUARY 25, 1995, changing the corporatename from 1HE CIRCLE K CORPORATION to CIRCLE K STORES INC. -n IT IS FURTHER CERTIFIED that no certificate of dissolution has been filed ttnd the corporation is still in existence. -73 rt • .. - ri • IN TESTIMONY WHEREOF, I have hereunto n-;V,c E OF signed my name officially and caused to be impressed hereon the Seal of State at my office in o m.2; the City of Austin, on February, 13, 1995. z � y -i/ . • LJ ) 7 7 y J ., .) 3 4 • FILED - In the Office of the Secretary of State of Texas ARTICLES OF AMENDMENT TO : • ARTICLES OF INCORPORATION JAN 2 51995 Corporations Section Pursuant to the provisions of Article 4.04 or - Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: ARTICLE I The name of the corporation set forth in the Articles of Incorporation is THE CIRCLE K CORPORATION. ARTICLE II This amendment of the Articles of Incorporation, adopted by the sole shareholder of the corporation on January 23, 1995, changes the name of the corporation. The text of Article I of the Articles of Incorporation is hereby deleted and replaced with the following: The name of the corporation is "CIRCLE K STORES INC. " ARTICLE III Shares authorized: 12 , 000, 000 Shares outstanding: 1, 000 All of the 1, 000 shares outstanding voted in favor of these Articles of Amendment to the Articles of Incorporation. Dated: January 25, 1995 CIRCLE K STORES INC. , formerly The Circle K Corporation, a Texas corporation . By: -zeve-r-c. Gehl P. Babinec Title: Senior Vice President • (j.:iteSfa of trleXII5 SECRETARY OF STATE IT IS HEREBY CERILtelED, that Articles of Incorporation of TH1!. CIRCLE IK CORPORATION FORMERLY: CIRCLE B CONVENIENCE STORES, INC. were filed in this office and a certificate of incorporation was issued on JUNE 8, 1951; IT IS FURTHER CERL'1N'1 W, that no certificate of dissolution has been issued, and that the corporation is still in existence. • 1N TESTIMONY WHEREOF, I have hereunto ��F. OF signed my name officially and caused to be �.� impressed hereon the Seal of Stare at my office in J the City of Austin, on January ?5, 1994. C je\NN 0,...,4.9 Pt N. Secretary of State PH • ZiereSfate SECRETARY OF STATE CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION OF Lett CIRCLE K CORPORATION The undersigned, as Secretary of State of Texas, hereby certifies that the attached Restated Articles of Incorporation for the above named corporation have been received in this office and are found to conform the law. ACCORDUIGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Restated Articles of Incorporation. Dated: October 15, 1993 Effective: October 15, 1993 Lir_jc \10-4.1/4",n 4.9 A Secretary of slate LC • FILED In the Office of the Secretary of State of Texas RESTA t l;D ARTICI.FS OF INCORPORATION OF 0CT 151993 IRE CIRCLE K CORPORATION Corporations Section The Circle K Corporation, pursuant to Article 4.07 of the Texas Business Corporation Act, hereby adopts the following Restated Articles of Incorporation which contain no amendment to any provision of and accurately copy the articles of incorporation and all amendments thereto that are in effect to date. These Restated Articles of Incorporation shall supersede such articles of incorporation and all amendments thereto. ARTICLE ONE The name of this corporation is "THE CIRCLE K CORPORATION." ARTICLE TWO The period of the corporation's duration is perpetual. ARTICLE THREE The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act. ARTICLE FOUR The aggregate number of shares which the corporation shall have authority to issue is twelve million (12,000,000) shares of Common Stock of the par value of One Dollar ($1.00) per share. ARTICLE FIVE No Shareholder of the corporation shall, by reason of such Shareholder holding shares of any class, have any preemptive or preferential right to purchase or subscribe for any shares of any class of the corporation, now or hereafter to be authorized, or any notes. debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance or sale of any such shares, or such notes, debentures, bonds, or other securities, would adversely affect the dividend or voting rights of such Shareholder of the corporation, other than such rights, if any, as the board of directors, in its discretion, may grant to the shareholders to purchase such additional, unissued, or treasury securities; and the corporation may issue or sell additional unissued or treasury shares of any class of the corporation, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering the same is whole or in part to the existing shareholders of any class. ARTICLE SIX At each election for directors of the corporation, a shareholder shall not be permitted to cumulate shareholder votes. 1 ARTICLE SEVEN The meet address of the registered office of the corporation is 350 N. St. Paul Street, Dallas, Texas 75201, and the name of its registered agent at such address is CT Corporation System. ARTICLE EIGHT The number of directors constituting the initial Board of Directors is ten. Thereafter the number of directors shall be fixed in the manner set forth in the Bylaws. The names and addresses of the persons who are to serve as the initial Directors until the first annual meeting of stockholders or until their successors are elected and qualified are: NAMES ADDRESSES Fred Hervey 1011 E. Yandell El Paso, Texas 79902 Dean Guerin P. O. Box 508 Dallas, Texas 75221 Raymond F. Hayes 250 N. Church Avenue Tucson, Arizona 85701 Harry O. Rearick 6024 Gateway East El Paso, Texas 79905 Hugh K. Frederick, Jr. P. O. Box 941 El Paso, Texas 79946 Glover W. Beeny P. O. Box 20230 Phoenix, Arizona 85036 Darrell D. Sigfridson P. O. Box 20230 Phoenix, Arizona 85036 John Muir Kipp P. O. Box 12585 El Paso, Texas 79912 William G. Sullivan 6070 Gateway East P. O. Box 20015 El Paso, Texas 79998 Jack Rich P. O. Box 12007 El Paso, Texas 79912 ARTICLE NINE No director of the corporation shall be liable to the corporation or its shareholders for monetary damages for any act or omission in such director's capacity as director, except to the extent such director is found liable for () a breach of such director's duty of loyalty to the corporation or its shareholders; (ii) an act or omission not in good faith that constitutes a breach of duty of such director to the corporation or an act or omission that involves intentional misconduct or a ]mowing violation of the law; (iii) a transaction from 2 which such director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of such director's office; or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute. THE CIRCLE K CORPORATION, a Texas corporation By: 4-2 N \T oe]. G -A. Sterrett Title: $err eta*y EMU:44nns2 n. 3 Affidavit of Lost Stock Certificate The undersigned hereby declares,under penalty of perjury, as follows: 1. The Circle K Corporation is the owner of a total of One Thousand (1,000) shares of the Common Stock of Circle K Stores Inc., a Texas corporation. 2. The Circle K Corporation has examined its records, and after diligent search, is unable to find the certificate representing such shares (the "Certificate") and believes that the Certificate has been lost. 3. The Circle K Corporation has not transferred, sold, encumbered, or pledged any of the shares represented by the Certificate. 4. The Circle K Corporation releases Circle I{ Stores Inc. and any successor from any and all liability relating to the loss of the Certificate, or the issuance of a new Certificate. The Circle K Corporation agrees to defend and indemnify and hold harmless Circle K Stores Inc. and any successor from any damage or loss caused by the loss of the Certificate. 5. In the event of discovery of the original Certificate, The Circle K Corporation agrees to return it promptly to Circle K Stores Inc. or any successor, marked "CANCELLED". Dated: December 3, 2003 THE CIRCLE K CORPORATION By: it: • _.c. c K. A. Kreck Corporate' ecretary fel Subscribed and Sworn to before me this day of December, 2003. OFFICIAL SEAL (IkMV(/— 'IiLL.L�' DONNAlif KfAMMO. • MARICOFA COUNTY My Cmnuegn E*II NYN*SOW- Notary Public for the State of r.via:. � My Commission Expires: A�t VL ft r l c./T✓0' SECRETARY'S CERTIFICATE OF THE CIRCLE K CORPORATION The undersigned, Brian P. Hannasch, Secretary of the above-named corporation, acknowledges that the following list contains the names of the current Officers and Directors of the entity. Directors Brian P. Hannasch Paul F. Murphy Charles Michael Parker Officers Brian P. Hannasch, President & Secretary Paul F. Murphy, Treasurer Geoffrey C. Haxel, Vice President Charles Michael Parker, Vice President Joy A. Powell, Vice President Robert G. Campau, Vice President Kim Kwiatkowski, Assistant Secretary Sylvain Aubry, Assistant Secretary The following are the Principal Directors and Officers who establish policy and have control over the day-to-day operations of the businesses located in the state of Colorado, and therefore are the only Director(s) and Officers who are required to be qualified on the liquor licenses held by Circle K Stores Inc., 100% controlled subsidiary of the Circle K Corporation, pursuant to the request of the Colorado Department of Revenue, Liquor Enforcement Division: Brian P. Hannasch Paul F. Murphy Geoffrey C. Haxel an P. annasch, Secr r • _ /. ' • DIVISION OF CORPORATIONS FILED 09:30 AR 03/29/1995 950069103 - 2327194 RESTATED CERTIFICATE OF INCORPORATION OF THE CIRCLE K CORPORATION • The undersigned, for the purpose of unending and restating the Certificate of Incorporation of The Circle K Corporation, a Delaware corporation (the 'Company'), does hereby certify that (1) The name of the Company is The Circle K Corporation. (2) The date of filing of its original Certificate of Incorporation with the - Secretary of State of Delaware was February 26, 1993, under the name Circle K Holdings, Inc. (3) This Restated Certificate of Incorporation was duly adopted pursuant to Section 242 and 245 of the Delaware General Corporation Law. (4) The Certificate of Incorporation of The Circle K Corporation is hereby amended and restated in its entirety as follows: FIRST: The name of the Company (hereinafter called the 'Company') is THE CIRCLE K CORPORATION. SP.COND: The address, including street, number, city, and county, of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington 19801, County of New Castle; and the name of the registered agent of'the Company in the State of Delaware at such address is The Corporation Trust Company. DM: The purpose of the Company is to engage in any lawful act or activity for which companies may be organized under the Delaware General Corporation Law. MUM: The Company shall be authorized to issue one hundred fifty million (150,000,000) shares of Common Stock, par value 5.01. F!F_LH: The Company is to have perpetual existence. ,SI Whenever a compromise or arrangement is proposed between the Company and its creditors or any class of them and/or between the Company and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Company or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Company under 4 291 of Title B of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Company under 4 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Company, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Company, as the case may be, agree to any compromise or arrangement and to any reorganization of the Company as a consequence of such compromise or arrangement, said • compromise or arrangement and said reorganization shall, if sanctioned by the court to which said application has been made, be binding on all of the creditors or class of creditors, and/or on all of the stockholders or class of stockholders, of the Company, as the case may be, and ' also on the Company. SEIMUM: For the management of the business and for the conduct of the affairs of the Company, and in further definition, limitation, and regulation of the powers of the Company and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the Company shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Company. The phrase'whole Board' shall be deemed to mean the total number of directors which the Company would have if there were no vacancies. 2. The power to adopt, amend, or repeal the Bylaws of the Company may be exercised by the Board of Directors of the Company. EOM: To the fullest extent permitted by the Delaware General Corporation Law as the same may be amended or supplemented, a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended after the date of the filing of this Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time. No repeal or modification of this Article EIGHTH by the stockholders shall adversely affect any right or protection of a director of the Company existing by virtue of this Article EIGHTH at the time of such repeal or modification. HIM: From time to time, any of the provisions of this Restated Certificate of Incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred '*' upon the stockholders of the Company by this Restated Certificate of Incorporation are granted subject to the provisions of this Article NINTH. IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate of Incorporation on behalf of The Circle K Corporation and has attested such execution and does verify and affirm, under penalty of perjury, that this Restated Certificate of Incorporation is the act and deed of the Company and that the facts stated herein are true as of this 24 day of March, 1995. THEraffit4 K ON By: Gehl mec, Senior Vice President and General Counsel EAasmw.orm.t. State of Delaware Office of the Secretary of State PAGE 1 I , EDWARD J . FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "THE CIRCLE K CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF MARCH, A.D. 1995, AT 11 O'CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. (441/4/ ~ft.)Edward J.Freed, Secretary of State AUTHENTICATION: 2327194 8100 7446784 DATE: 950063027 03-22_95 • AMENDMENT TO THE • CERTIFICATE OF INCORPORATION OF THE CIRCLE K CORPORATION The undersigned, for the purpose of amending the Certificate of incorporation of The Circle K Corporation, a Delaware corporation(the 'Company"), does hereby certify that this Amendment to the Certificate of incorporation was duly adopted pursuant to Section 242 of the Delaware General Corporation Law. Article Fourth of the Certificate of Incorporation of The Circle IC Corporation is hereby amended to slate in its entirety as follows: FOURTH: The total number of shuts of stock which the Corporation shall have authority to issue is One Hundred Fifty One Million Five Hundred Fifty Eight Thousand (151,558,000). Six Hundred Fifty Thousand (650,000) of said shares shall be designated as stares of Class A Stock, all of which shall be of the same series with S_01 par value per share. Nine Hundred Thousand (900,000)of said shares shall be designated as Class C Stock all of which shall be of the same series with 1.01 par value per share. Eight Thousand(8,000)of said shares shall be designated as Cass D Stock all of which shall be of the same series with S.01 par value per share. One Hundred Fifty Million (150,000,000) of said shares shall be designated as Common Stock, all of which shall be of the same series with 5.01 par value per share. The shares of each class of stock of the Corporation shall be issued as a class, without series. Each such class may have such voting powers, full or limited, including the right to have more or less than one vote per share, or no voting powers, and such designations,preferences, dividend rights and other special rights, qualifications flotations and restrictions as shall be stated and expressed in a resolution or resolutions of the Board of Directors and filed with the Secretary of Sate of the State of Delaware in accordance with the Delaware General Corporation Law. IN VAT wa s WHEREOF, the undersigned has executed this Amendment to the Certificate of Incotw,ation on behalf of The Circle K Corporation and has attested such execution and does verify and affirm, under penalty of perjury, that this Amendment to the Certificate of Incorporation is the act and deed of the Company and that the facts stated herein are true as of this da 1°e'day of March, 1995. THELE'K Ca ON By: Gehl P. Babinec,Esq. Senior Vice Praddeni and General Counsel STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FT. 11:00 An 03/22/1995 63027 - 2327194 • State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "CIRCLE K HOLDINGS, INC. ", CHANGING ITS NAME FROM "CIRCLE K HOLDINGS, INC. " TO "THE CIRCLE K CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF JANUARY, A.D. 1995, AT 11:30 O'CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. -140---•k 's �a��ti7/' 41/ . Vs Edward I.Free!,Secretary of State 2327194 8100 \Na AM�� AUTHENTICATION: 7385195 950018105 DATE: 01-25-95 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION * * * * CIRCLE K HOLDINGS, INC. , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT: FIRST: That the Board of Directors of said corporation, pursuant to Section 141(f) of the General Corporation Law of Delaware, adopted by consent a resolution proposing and declar- ing advisable the following amendment to the Certificate of Incorporation of said corporation: RESOLVED, that Article FIRST of the Certificate of Incorporation of this corporation be amended in its entirety to read as follows: FIRST: The name of the Corporation (hereinafter called the "Corporation") is "THE CIRCLE K CORPORATION" . SECOND: That in lieu of a meeting and vote of a majority of stockholders entitled to vote, said stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of Delaware, and said written consent was filed with the corpora- tion. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of Title 8 of the General Corporation Law of Delaware. FOURTH: That the capital of said corporation will not be reduced under or by reason of said amendment. IN WITNESS WHEREOF, said corporation has caused its corporate seal to be hereunto affixed and this certificate to be signed by John F. Antioco, its President, and attested by Gehl P. Babinec, its Secretary, this 25th day of January, 1995. CIR K LDINGS, INC. ATTEST: rr B By: Its Vice President s ssistant Secretary Corporate Seal] 3ALEAWPWIYSVIAS13285CERT.INC 1=AGE i State of Delaware Office of the Secretary of State • I , WILLIAM T. QUILLEN , SECRETARY OF STATE OF THE STATE OF DELAWARE , DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STOCK DESIGNATION OF 'CIRCLE K HOLDINGS, INC. " FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF JULY , A. D. 1993 , AT 9 O' CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. if * * * * * * * * * iidti_O tLW) 2alee.L., cLIL. William T Quillen.Secretary of State ALJI'HENTICATIOI.39 93543 71 32()7001 DATE: 07/27/1993 State of Delaware FACE 1 Office i'ce of the Secretary of State I , WILLIAM T. QUILLEN , SECRETARY OF STATE OF THE STATE: OF DELAWARE , DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT - COPY OF THE CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION OF "CIRCLE K HOLDINGS , INC. " FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF JULY , A.D. 1993 , AT 9 O ' CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. * * * * * * * * ?AAA..., 7 � � William T. , r,� i Quillen.Secretary of State AUTHENTICATION: • DAT13974854 71 319401 2 07/14/1993 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CIRCLE K HOLDINGS, INC. The undersigned, for the purpose of amending and restating the Certificate of Incorporation of Circle K Holdings, Inc. , a Delaware corporation (the "Corporation") , does hereby certify that: (1) The name of the Corporation is Circle K Holdings, Inc. (2) The date of filing of its original Certificate of Incorporation with the Secretary of State of Delaware was February 26, 1993 . (3) The Corporation has not received any payment for any of its stock. (4) This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors as of , 1993, pursuant to Section 241 and Section 245 of the Delawware General Corporation Law. (5) The Certificate of Incorporation of Circle K Holdings, Inc. is hereby amended and restated in its entirety as follows: FIRST: The name of the Corporation (hereinafter called the "Corporation") is CIRCLE K HOLDINGS, INC. SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, City of Wilmington 19805, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Three Million One Hundred Sixteen Thousand (3, 116, 000) . Six Hundred Fifty Thousand (650, 000) of said shares shall be designated as shares of Class A Stock, all of which shall be of the same series with $. 01 par value per share. Nine Hundred Thousand (900,000) of said shares shall be designated as Class C Stock all of which shall be of the same series with $.01 par value per share. Eight Thousand (8,000) of said shares shall be designated as Class D Stock all of which shall be of the same series with $. 01 par value per share. One Million Five Hundred Fifty-Eight Thousand (1,558, 000) of said shares shall be designated as Common Stock, all of which shall be of the same series with $.01 par value per share. The shares of each class of stock of the Corporation shall be issued as a class, without series. Each such class may have such voting powers, full or limited, including the right to have more or less than one vote per share, or no voting powers, and such designations, preferences, dividend rights and other special rights, qualifications, limitations and restrictions as shall be stated and expressed in a resolution or resolutions of the Board of Directors and filed with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law. FIFTH: The name and the mailing address of the incorporator is as follows: NAME MAILING ADDRESS Jane S. Krayer Corporation Service Company 1013 Centre Road Wilmington, DE 19805 SIXTH: The Corporation is to have perpetual existence. SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under S 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under S 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to • any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.=LIM: For the the conduct of the affairs ofn the m ent of the business Corporation, and in further definition, limitation, and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of the directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot unless required by the Bylaws of the Corporation. 2. After the original or other Bylaws of the Corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of S 109 of the Delaware General Corporation Law, and, after the Corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the Corporation may be exercised by the Board of Directors of the Corporation. 3. No outstanding share of any class of stock which is denied voting power under the provisions of the Certificate of Incorporation or a Certificate of Designation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as may be specified in the Certificate of Incorporation or a Certificate of Designation or as the provisions of paragraph (2) of subsection (b) of $ 242 of the Delaware General Corporation Law shall otherwise require; provided, that such paragraph of the Delaware General Corporation Law shall not entitle the holder of a share of any class of stock to vote on the increase of the number of authorized shares of such class of stock or the decrease of the 3 number of authorized but not outstanding shares of such class of stock, if such class of stock is not a class of stock that has general voting powers including, without limitation, the power to elect directors. NINTH: To the fullest extent permitted by the Delaware General Corporation Law as the same may be amended or supplemented, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended after the date of the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time. No repeal or modification of this Article NINTH by the stockholders shall adversely affect any right or protection of a director of the Corporation existing by virtue of this Article NINTH at the time of such repeal or modification. TENTH: From time to time and subject to the provisions of any certificate of Designation filed by the Board any of the provisions of this Certificate of Incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article TENTH. 4 IN WITNESS WHEREOF, the undersigned have executed this Restated Certificate of Incorporation under seal and on behalf of Circle K Holdings, Inc. and have attested such execution and do verify and affirm, under penalties of perjury, that this Restated Certificate of Incorporation is the act and deed of the Corporation and that the facts stated herein are true as of this /ilA day of Q.,/` , 1993 . CIRCLE K HOLDINGS, INC. / By Sav W. ung P sides [SEAL) Attest: By 4A-ea_ Assarat Secretary WA0717f0.o121a. 5 • PAGE i State of Delaware Office of the Secretary of State I , WILLIAM T. QUILL.EN , SECRETARY OF STATE OF THE STATE OF DELAWARE , DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF" 'CIRCLE K HOLDINGS , INC. ' FILED IN THIS OFFICE ON THE TWENTY--SIXTH DAY OF FEBRUARY , A.D. 4993 , AT 9 O' CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. • * * * * * * * * * * (14.. 14) ?AlLeLt. clAIL. •c, 744. l William T. Quillen, Secretary of State AUTHENTICATIONS 3 8 0 0 791 713057001 DATE: 02/26/1993 CERTIFICATE OF INCORPORATION OF CIRCLE K HOLDINGS. INC. (a Delaware Corporation) FIRST: The name of the corporation is Circle K Holdings, Inc. (the "Corporation") . SECOND: The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, in the City of Wilmington, county of New Castle and the name of its registered agent at that address is Corporation Service Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The Corporation shall be authorized to issue one class of stock to be designated "Common Stock." The total number of shares which the Corporation shall have authority to issue is 10,000, and each such share shall have a par value of S.01. FIFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to, this reservation. SIXTH: The name and mailing address of the incorporator of the Corporation is: Jane S. Krayer Corporation Service Company 1013 Centre Road Wilmington, DE 19805 SEVENTH: In furtherance and not in limitation of the powers • conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the Corporation. EIGHTH: The directors and officers of the Corporation shall be indemnified by the Corporation and held harmless for good faith actions to the fullest extent allowed under the Delaware General Corporation Law. The directors and officers of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages except for liability: for any breach of the duty of loyalty to the Corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. for actions described under S 174 of the Delaware General Corporation Law, or for any transaction from which the director or officer derived any improper personal benefit. THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the Delaware General Corporation Law, does make and file this Certificate. DATED: February 2G, 1993. "e � RA930560.059 2 CERTIFICATE OF DESIGNATION OF CIRCLE K HOLDINGS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware • Circle K Holdings, Inc. , a Delaware corporation (the "Corporation") , hereby certifies that, pursuant to authority contained in Article Fourth of its Amended and Restated Certificate of Incorporation, dated July 13, 1993 and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation (the "Board") has adopted the following resolution creating the following classes of capital stock to be designated Class A Stock, Class C Stock, Class D Stock and Common Stock, respectively: RESOLVED, that the Board hereby specifies the following preferences, rights, qualifications and limitations: 1. Definitions. As used herein the following terms shall have the following meanings: "Affiliate", with respect to a Class D Stockholder that is a juridical entity, means (i) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Class D Stockholder or (ii) any Person who is a director or officer (a) of such Class D Stockholder, (b) of any subsidiary of such Class D Stockholder or (c) of any Person described in clause (i) above. For purposes of this definition, "control" of a Person shall mean the power, directly or indirectly, (y) to vote fifty percent (50%) or more of the securities having ordinary voting power for the election of directors of such Person whether by ownership of securities, contract, proxy or otherwise, or (z) to direct or cause the direction of the management and policies of such Person whether by ownership of securities, contract, proxy or otherwise. "board" means the Board of Directors of the Corporation. "Business Day" means any day other than a Saturday, Sunday, federal holiday or other day on which commercial banks in New York City are authorized or required to close under the laws of the State of New York. "Certificate" means this Certificate of Designation of the Corporation. "Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Corporation, dated July 13 , 1993 . "Chance of Control" means a change of control of the Corporation, whether such change of control occurs in a single transaction or a series of. transactions; for purposes hereof the phrase "change of control of the Corporation" means (i) the sale of more than fifty percent (50%) of the outstanding shares of Class. D Stock or Common Stock (other than a sale or transfer to Permitted Transferees) ; (ii) a sale of all or substantially all of the assets of the Corporation; (iii) the issuance by the Corporation subsequent to July LL, 1993 of additional shares of Class D Stock or Common Stock such that, after such issuance, such additional shares, in the aggregate, constitute more than fifty percent (50%) of the issued and outstanding shares of Stock of the Corporation which entitle the holder to one vote for each share of such Stock held on all matters as to which Stockholders may be entitled to vote pursuant to the Delaware General Corporation Law; or (iv) a merger, consolidation or recapitalization of the Corporation as a result of which the ownership of the Class D Stock or Common Stock of the Corporation (or the voting stock of the surviving corporation, if the Corporation is not the survivor) is changed to the extent of more than fifty percent (50%) . "Class A Stock" has the meaning set forth in Section 2 . "Class C Stock" has the meaning set forth in Section 2 . "Class D Stock" has the meaning set forth in Section 2. "Class A Stockholder" means a record holder of one or more shares of Class A Stock. "Class C Stockholder" means a record holder of one or more shares of Class C Stock. 2 "Class D Stockholder" means a record holder of one or more shares of Class D Stock. "Common Stock" has the meaning set forth in Section 2. "Common Stockholder" means a record holder of one or more shares of Common Stock. "Conversion Date" has the meaning set forth in section 6. "Corporation" means Circle K Holdings, Inc. Exchange Act of 1934, as" Act" means the Securities Exchange amended, andtherulesandregulations promulgated thereunder. "Initial Public Offering" means the effectiveness of a registration statement under the Securities Act covering any of the Stock, and the completion of a sale of such Stock thereunder, if as a result of such sale (i) the Corporation becomes a reporting company under Section 12 (b) or 12 (g) of the Exchange Act, and (ii) the Stock is traded on the New York Stock Exchange or the American Stock Exchange, or quoted on the NASDAQ National Market System or is traded or quoted on any other national stock exchange or securities system. "IPO Date" means the closing date of the Initial Public Offering. "IPO Maximum Amount" has the meaning set forth in Section 9(c) . "IPO Pro Rata Amount" has the meaning set forth in Section 9(b) . "Non-Redeemable Shares" means all shares of Class A or Class C Stock that have been previously sold pursuant to a Tag-Along Transfer other than pursuant to a Single Transaction Sale. "Notice Date" has the meaning set forth in Section 4 (b) . "Other Stockholders" has the meaning set forth in Section 4 (a) ."Per to a Transfer by a Class�Dt ted Transferee" with respect Stockholder, means (i) wi th respect to 3 any Class D Stockholder who is a natural person, a-Transfer to (a) such Stockholder's spouse or issue, or (b) a trust the beneficiaries of which, and a partnership the limited and general partners of which, include only the Class D Stockholder, his spouse or issue; and (ii) with respect to any Class D Stockholder that is a juridical entity, a Transfer to (A) an Affiliate of such Class D Stockholder; or (B) another Class D Stockholder or its Affiliates, provided such other Class D Stockholder did not acquire its shares of Class D Stock pursuant to a Tag-Along Transfer. "person" means any natural person, partnership, corporation, trust or incorporated organization or a government or a political subdivision thereof. "Proposed Purchase Amount" has the meaning set forth in Section 4 (a) . "Proposed Transferee" has the meaning set forth in Section 4 (a) . "proposed Transferor" has the meaning set forth in Section 4 (a) . "Redemption Date" has the meaning set forth in Section 5(d) . "Registration Acceptance Notice" has the meaning set forth in Section 9 (c) . "Registration Notice" has the meaning set forth in Section 9 (b) . "Registration Notice Date" has the meaning set forth in Section 9 (b) . "Sale of the Corporation" means the sale of the Corporation whether such sale occurs pursuant to (i) the sale of one hundred percent (100%) of the outstanding shares of Stock; (ii) a sale of all or substantially all of the assets of the Corporation; or (iii) a merger, consolidation or recapitalization of the Corporation as a result of which the ownership of the Stock of the Corporation (or the voting stock of the surviving corporation, if the Corporation is not the survivor) is changed to the extent of one hundred percent (100%) . "SEC" means the Securities and Exchange Commission. 4 "Securities Act" means the Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder. "finale Transaction Sale" means a Sale of the Corporation in a single transaction. "Staggered Sale" means a Sale of the Corporation in more than one transaction, each such transaction also being referred to individually as a "Staggered Sale. " "Stock" has the meaning set forth in Section 2 . "Stockholder" means a record holder of one or more shares of Class A Stock, Class C Stock, Class D Stock or Common Stock. "Tag-Along Acceptance Date" has the meaning set forth in Section 4 (c) . "Tag-Along Notice" has the meaning set forth in Section 4 (c) . "Tag-Along Pro Rata Amount" has the meaning set forth in Section 4 (a) . "Tag-Along Redemption Price" has the meaning set forth in Section 5 (a) . "Tag-Along Transfer" has the meaning set forth in Section 4 (a) . "Transfer", with respect to any share of Stock, means the sale, assignment, pledge, hypothecation, gift or other disposition whatsoever (other than pursuant to the Initial Public Offering or pursuant to the redemption by the Corporation or the conversion by the Holder of any such share of Stock, in either case in accordance with the terms of this Certificate) of such share, or the encumbrance or granting of any rights or interests whatsoever in or with respect to such share. "Transfer Notice" has the meaning set forth in Section 4(b) . "Warrant Date" means, (i) if the Warrant Triggering Event is the Initial Public Offering, the IPO Date, or (ii) if the Warrant Triggering Event is a Sale of the Corporation, the closing date of (A) the Single 5 Transaction Sale, if the Sale of the Corporation is pursuant to a Single Transaction Sale, or (B) the Staggered Sale that causes a Sale of the Corporation to occur, if the Sale of the Corporation is pursuant to a series of Staggered Sales. "Warrant Holder(s) " means the Holder(s) of the Warrants. "Warrant Redemntion Price" has the meaning set forth in Section 5(b) . "Warrant Shares" means the shares of Common Stock purchasable by the Warrant Holder(s) pursuant to the exercise of the Warrants. "Warrant Triaaerina Event" means (i) an Initial Public Offering or (ii) a Sale of the Corporation, whether such sale occurs pursuant to a Single Transaction Sale or a series of Staggered Sales. "Warrant" means that certain Warrant issued by the Corporation on July 2k, 1993 which entitles the Warrant Holder(s) , upon the occurrence of a Warrant Triggering Event, to purchase the number of shares of the Common Stock of the Corporation specified therein. 2. Desianation and Number. As set forth in the Certificate of Incorporation, the first class of stock of the Corporation shall have a par value of $0. 01 per share and shall be designated as "Class A Stock" and the number of shares constituting such class shall be 650,000. The second class of stock of the Corporation shall have a par value of $0. 01 per share and shall be designated as "Class C Stock" and the number of shares constituting such class shall be 900,000. The third class of stock of the Corporation shall have a par value of $0.01 per share and shall be designated as "Class D Stock" and the number of shares constituting such class shall be 8, 000. The fourth class of stock of the Corporation shall have a par value of $0.01 per share and shall be designated as "Common Stock" and the number of shares constituting such class shall be 1, 558, 000. The Class A Stock, Class C Stock, Class D Stock and Common Stock are sometimes referred to collectively herein as the "Stock". The Corporation may, by an amendment to the Certificate of Incorporation duly adopted, increase or decrease, at any time and from time to time (but not below the number of shares of Class A Stock, Class C Stock, Class D Stock or Common Stock then outstanding) , the number of authorized shares of Class A Stock, Class C Stock, Class D Stock or Common Stock, as the case may be. Shares of Stock redeemed, purchased or otherwise acquired by the Corporation 6 pursuant to the terms hereof shall be retired and shall revert to authorized but unissued Class A Stock, Class C Stock, Class D Stock or Common Stock, as the case may be. 3 . Restrictions on Transfer. (a) Except for Transfers to a Permitted Transferee, no Class D Stockholder shall Transfer any share of the Class D Stock owned by such Class D Stockholder except in accordance with the terms of this Certificate including, without limitation, the terms of Section 4 hereof. Any Transfer or attempt to Transfer any share of Class D Stock in violation of the terms and conditions of this Certificate shall be null and void and of no force and effect, the transferee thereof shall not be deemed to be the registered holder thereof nor entitled to any rights with respect thereto, and the Corporation shall refuse to Transfer any of such Class D Stock on its books to such alleged transferee. (b) No Stockholder shall Transfer any shares of Stock (including Class D Stockholders who wish to Transfer shares of class D Stock to a Permitted Transferee) unless such Transfer complies with the conditions specified in this Section 3 (b) , which are intended to ensure compliance with the provisions of the Securities Act. Prior to any Transfer, the holder of the shares of Stock proposed to be Transferred shall give written notice to the Corporation of such holder's intention to effect such Transfer. Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, and, if requested by the Corporation, shall be accompanied by either (i) a written opinion of legal counsel who is reasonably satisfactory to the Corporation, addressed to the Corporation and reasonably satisfactory in form and substance to the Corporation's counsel, to the effect that the proposed Transfer may be effected without registration under the Securities Act and qualification under applicable state securities laws, or (ii) a "no action" letter from the SEC to the effect that the Transfer of such securities without registration under the Securities Act will not result in a recommendation by the staff of the SEC that action be taken with respect thereof, or a combination of (i) and (ii) above, whereupon the holder of such shares of Stock shall be entitled to Transfer such shares in accordance with the terms of this Certificate and the written notice delivered by the holder to the Corporation. Each certificate evidencing the shares of Stock Transferred as above provided shall bear the appropriate restrictive legend set forth in Section 10, provided that, following the Initial Public Offering, such certificates shall bear the 7 legend set forth in Section 10 or another legend only if, in the opinion of counsel to the Corporation, the imposition of such legend is required under the Securities Act or other applicable law. Any purported Transfer in violation of this Section 3 (b) shall be null and void and of no force or effect, and the Corporation shall not record any such Transfer on its stock transfer books. The restrictions on Transfer contained in this Section 3 (b) shall not apply to Transfers of shares of Stock (i) in the Initial Public Offering; or (ii) following the Initial Public Offering, provided that such Transfer is made in compliance with the Securities Act and applicable state securities laws and in accordance with any restrictions on transfer contained in any restrictive legend set forth on the certificates representing such shares. 4. Tag-Along Rights. (a) Transfer by Class D Stockholders. If, other than in connection with the Initial Public Offering, any Class D Stockholder or Stockholders (for purposes of this Section 4, singularly or collectively, the "Proposed Transferor") , at any time or from time to time in one transaction or in a series of transactions, desires to enter into an agreement (whether oral or written) to Transfer its shares of Class D Stock or any part thereof to any Person other than a Permitted Transferee (the "Proposed Transferee") , such proposed Transfer shall be deemed a "Tag- Along Transfer" and shall only be permitted if, in connection therewith, each of the Class A and Class C Stockholders (collectively, the "Other Stockholders") shall have the right, but not the obligation, to cause the Proposed Transferor to require, as a condition to such Tag- Along Transfer, that the Proposed Transferee purchase from each such Other Stockholder up to the number of shares (the "Tag-Along Pro Rata Amount") of Class A or Class C Stock derived by multiplying the total number of shares of Class A or Class C Stock, as the case may be, owned by such Other Stockholder by a fraction, the numerator of which is equal to the number of shares of Class D Stock that is proposed to be Transferred by the Proposed Transferor to the Proposed Transferee (the "Proposed Purchase Amount") and the denominator of which is the total number of shares of Class D Stock (other than shares of Class D Stock that have previously been Transferred pursuant to a Tag-Along Transfer) outstanding as of the Notice Date (as defined in Section 4 (b) ) . All Tag-Along Transfers by Other Stockholders shall be on the same terms and conditions (with such changes as are necessary to apply such terms and conditions to a sale by such Other Stockholders) as the proposed Tag-Along Transfer by the Proposed Transferor, 8 provided that no Other Stockholder may be required-to make any representation or warranty in connection with the Tag- Along Transfer other than as to its ownership and authority to Transfer the shares of Stock to be Transferred by it, free and clear of any and all liens and encumbrances and in compliance with all applicable laws. (b) Transfer Notice. The Proposed Transferor participating in a Tag-Along Transfer shall promptly (and in any event at least 30 Business Days prior to the closing date thereof) provide the Corporation and the Other Stockholders with written notice (the "Transfer Notice") of the proposed Tag-Along Transfer containing the following: (i) the name and address of the Proposed Transferor and the Proposed Transferee; (ii) the Proposed Purchase Amount; (iii) the proposed amount and form of consideration to be paid for such shares of Class D Stock, the terms and conditions of payment offered by the Proposed Transferee and the closing date for the proposed Tag-Along Transfer; (iv) the aggregate number of shares of class A or Class C Stock, as the case may be, held of record as of the date the Transfer Notice is sent (the "Notice Date") by the Other Stockholder to whom the notice is sent; (v) the aggregate number of shares of Class A or Class C Stock, as the case may be, held of record as of the Notice Date by all Other Stockholders as a group; (vi) the Tag-Along Pro Rata Amount; and (vii) a statement confirming that the Proposed Transferee has been informed of the tag-along rights provided for in this Certificate. Upon written request by the Proposed Transferor, the Corporation shall provide to the Proposed Transferor the information referred to in (iv) and (v) above for inclusion in the Transfer Notice and such other information as may be required to enable the Proposed Transferor to comply with the terms of this Section 4 (b) . (c) Tau-Alone Notice. Each Other Stockholder desiring to participate in the proposed Tag-Along Transfer 9 shall provide a written notice (the "Tag-Along Notice") to the Proposed Transferor on or before the expiration of 10 Business Days after the Notice Date (the "Tag-Along Acceptance Date") stating the number of shares held by such Other Stockholder (up to its Tag-Along Pro Rata Amount) to be included in the proposed Tag-Along Transfer on the terms and conditions specified in the Transfer Notice. The Tag-Along Notice given by each Other Stockholder shall constitute such Other Stockholder's binding agreement to include a number of shares equal to its Tag-Along Pro Rata Amount (or such lesser amount as stated in the Tag-Along Notice) in the Tag-Along Transfer on the terms and conditions specified in the Transfer Notice and in this Certificate. If the Proposed Transferee does not purchase all of the shares of Stock of the Proposed Transferor and the Other Stockholders included in such proposed Tag-Along Transfer, then the proposed Tag-Along Transfer to such Proposed Transferee shall be prohibited and any attempt to consummate the proposed Tag-Along Transfer shall be null and void and of no force and effect. (d) Each Proposed Transferor and each Other Stockholder whose shares are sold in a Tag-Along Transfer shall be required to bear its pro rata share, based on the number of shares included in such Tag-Along Transfer, of the expenses of the transaction including, without limitation, legal, accounting and investment banking fees and expenses. (e) The provisions of this Section 4 shall not apply to a subsequent Transfer of any share of Class D Stock that has previously been the subject of a completed Tag- Along Transfer which complied with the provisions of this Section 4. 5. Redemption. (a) The number of shares of Class A or Class C Stock equal to the difference between (i) the number of shares included in any Tag-Along Transfer by the Class A or Class C Stockholders pursuant to Section 4 and (ii) the Tag- Along Pro Rata Amount for each such Class A or Class C Stockholder shall be redeemed by the Corporation out of funds legally available therefor pro rata from each of the Class A and Class C Stockholders who elected to include in the Tag-Along Transfer a number of shares of Stock less than the number of shares that constitute their Tag-Along Pro Rata Amount or any such Stockholders that did not elect to participate in a Tag-Along Transfer at a redemption price (the "Tag-Along Redemption Price") for each share of Class A or Class C Stock so redeemed equal to the per share price paid for the Class D Stock by the Proposed Transferee less 10 such Other Stockholder's pro rata share, based on the number of shares of Stock so redeemed from such Other Stockholder, of the expenses of the Tag-Along Transfer including, without limitation, legal, accounting and investment banking fees and expenses. The provisions of this Section 5(a) shall not apply to the Non-Redeemable Shares. (b) If the Warrant Holder(s) exercise(s) the Warrant(s) , the Corporation shall redeem from the Class A Stockholders Drg rata based on the number of shares of such Class A Stock then owned by each such Stockholder out of funds legally available therefor a number of shares of Class A Stock equal to the Warrant Shares at a redemption price (the "Warrant Redemption Price") equal to the par value of each share of Class A Stock so redeemed. The provisions of this Section 5(b) shall not apply to the Non-Redeemable Shares. If a redemption pursuant to this Section 5(b) occurs as a result of a Sale of the Corporation, such redemption shall occur, or shall be deemed to occur, immediately prior to any redemption pursuant to Section 5 (a) hereof. (c) The shares of Class A and Class C Stock redeemed by the Corporation pursuant to (i) a Section 5 (a) mandatory redemption pursuant to a Tag-Along Transfer that constitutes a Sale of the Corporation or (ii) a Section 5 (b) mandatory redemption shall, on the Redemption Date (as defined in Section 5(d) ) , be retired and upon such retirement shall automatically revert to authorized but unissued shares of Class A or Class C Stock, as relevant, and the Corporation shall, on the Redemption Date, but immediately after such redemption, to the extent required by the Warrant or the documentation pursuant to which the Sale of the Corporation is effected, issue to (A) the Proposed Transferee, in the case of a Section 5(a) mandatory redemption pursuant to a Tag-Along Transfer that constitutes a Sale of the Corporation and/or (B) the Warrant Holder(s) , in the case of a Section 5(b) mandatory redemption, a number of shares of Common Stock equal to (1) the number of shares of Class A or Class C Stock so redeemed, in the case of a Section 5(a) mandatory redemption pursuant to a Tag-Along Transfer that constitutes a Sale of the Corporation and/or (2) the Warrant Shares, in the case of a Section 5 (b) mandatory redemption. The shares of Class A or Class C Stock redeemed by the Corporation pursuant to a Section 5(a) mandatory redemption pursuant to a Tag-Along Transfer that does not constitute a Sale of the Corporation shall, on the Redemption Date, be retired and upon such retirement shall automatically revert to authorized but unissued shares of Class A or Class C Stock, as relevant, and the Corporation shall, on the Redemption Date, but immediately after such 11 redemption, issue to the Proposed Transferee a number of shares of Class A or Class C Stock equal to the number of shares of such classes of Stock so redeemed. Upon any issuance of shares of Class A or Class C Stock equal to the number of shares of such class of Stock redeemed pursuant to a Section 5(a) mandatory redemption, the Corporation shall receive from the Proposed Transferee as the purchase price for such shares an amount equal to the Tag-Along Redemption Price. (d) The record of the Corporation shall sharesofClassAorCla e Classo h holder of Stocktobe redeemed pursuant to the terms of this Section 5 prior written notice of such redemption not less than two Business Days prior to the date such shares will be redeemed (the "Redemption Date") which (i) in the case of a redemption pursuant to Section 5(a) shall be the closing date of the Tag-Along Transfer and (ii) in the case of a redemption pursuant to Section 5(b) shall be the Warrant Date. Each such notice shall state: (A) the Redemption Date; (B) the total number of shares of the Class A or Class C Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (C) the Tag-Along Redemption Price or the Warrant Redemption Price, as relevant; and (D) the fact that the certificates for the shares subject to redemption are to be surrendered in exchange for payment of the Tag-Along Redemption Price or Warrant Redemption Price, as relevant, at the principal office of the Corporation or at such other place as the Corporation shall designate. (e) On the Redemption Date, the shares of Class A or Class C Stock required to be redeemed pursuant to the terms of this Section 5 shall be deemed to have been so redeemed, notwithstanding that the certificates representing such Class A or Class C Stock shall not have been surrendered at the principal office of the Corporation or such other place as the Corporation may have designated or that notice from the Corporation shall not have been given by the Corporation or, if given, shall not have been received by any holder of Class A or Class C Stock whose shares of Stock are to be so redeemed. All certificates representing the redeemed shares of Class A or Class C Stock, including all certificates not so delivered by such Class A or Class C Stockholders, shall be, or shall be deemed to be, canceled by the Corporation as of the Redemption Date and shall thereafter no longer be of any force or effect. 12 6. Conversion. • If the Initial Public Offering or a Sale of the Corporation (whether pursuant to a Single Transaction Sale or a series of Staggered Sales) occurs, each issued and outstanding share of Class A, Class C and Class D Stock not otherwise redeemed by the Corporation pursuant to the mandatory redemption provisions of Section 5 (a) or 5 (b) hereof shall automatically convert into one share of Common Stock effective on the Redemption Date (or, in the case of an Initial Public Offering in which no Redemption Date occurs, the IPO Date) , but immediately after the redemptions and issuances described in Section 5 (the "Conversion Date") . Prior to or on the Conversion Date, each holder of shares of Class A, Class C or Class D Stock shall surrender such holder's certificates evidencing such shares at the principal office of the Corporation or at such other place as the Corporation shall designate to such holder in writing at least 10 Business Days prior to the Conversion Date, and shall, within 10 Business Days after the Conversion Date, be entitled to receive from the Corporation certificates evidencing the number of shares of Common Stock into which such shares of Class A, Class C or Class D Stock are converted. On the Conversion Date, each holder of shares of class A, Class C or Class D Stock shall be deemed to be a holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such Class A, Class C or Class D Stock shall not have been surrendered at the principal office of the Corporation or such other place as the Corporation may have designated, that notice from the Corporation shall not have been given or, if given, shall not have been received by any holder of shares of Class A, Class C or Class D Stock, or that certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder. All certificates representing the converted shares of Class A, Class C or Class D Stock, including all certificates not so delivered by such Class A, Class C or Class D Stockholders, shall be, or shall be deemed to be, canceled by the Corporation as of the Conversion Date and shall thereafter no longer be of any force or effect. 7. Voting Rights. ) Holders f nd Comm Stock shall abe entitled otos one evote for s of seach s D sshare tock aof such stock held on all matters as to which stockholders may be entitled to vote pursuant to the Delaware General Corporation Law. 13 (b) Prior to a Change of Control, holders of Class A or Class C Stock shall not have any voting rights, except that the holders of the Class A and Class C Stock shall have the right to one vote for each share of such stock held as to (i) the approval of any amendment, or the alteration or repeal, whether by merger, consolidation or otherwise, of any provision of this Certificate or the Certificate of Incorporation that would increase or decrease the par value of the shares of the Class A or Class C Stock, or alter or change the powers, preferences, or special rights of the shares of the Class A or Class C Stock, so as to affect such holders adversely, provided that each such holder of Class A or Class C Stock shall only have the right to vote on such matters affecting the Class A or Class C Stock, as relevant; and (ii) any other matters required under the laws of the State of Delaware; provided, however, that unless otherwise required by the terms of this Certificate, paragraph (2) of subsection (b) of S242 of the Delaware General Corporation Law shall not entitle the holder of a share of such Class A or Class C Stock to vote on the increase of the number of authorized shares of such class of Stock or the decrease of the number of authorized but not outstanding shares of such class of Stock. (c) Effective upon a of shares ofClassAor eControl, Class C Stockshallbe holders entitled to one vote for each share of such stock held on all matters as to which Stockholders may be entitled to vote pursuant to the Delaware General Corporation Law. 8. yicuidation Rights. (a) Upon the liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, each holder of Class A or Class C Stock shall be entitled to receive in full out of the net assets of the Corporation or the proceeds thereof available for distribution to Stockholders, before any payment or distribution shall be made or set aside for payment on the Class D or Common Stock upon such liquidation, dissolution or winding up, the amount of $0.001 per share. Such distribution shall .be allocated pro rata according to the number of shares of Class A or Class C Stock held by each Stockholder. Following such distribution, any subsequent payment or distribution upon such liquidation, dissolution or winding up shall be allocated pro rata based upon the number of shares of Stock held by each Stockholder. (b one of the lease of all)orNsubstantiallylalltofntherproperty yaore or business of the Corporation, the merger or consolidation of 14 the Corporation into or with any other corporation •or the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 8. In event the proceed(c)s thereofeavailableeforsdistributionotootheets of the ion or holders of shares of the Class A or Class C Stock upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled, no distribution shall be made on any shares of the Corporation's Class D or Common Stock. 9. Registration Rights. (a) Initial Public Offering. If, in its sole discretion, the Board determines that the Initial Public Offering shall include shares of Stock held by Stockholders, the Corporation shall offer to all Stockholders the opportunity to include in the registration statement to be filed with the SEC. in connection with the Initial Public Offering a number of shares of Stock determined by allocating the total number of shares to be sold by the Stockholders in such Initial Public Offering pro rata among all of the Stockholders based on the respective numbers of shares of Stock owned by such Stockholders at such time. (b) Registration Notice. The Corporation shall as soon as practicable (and in no event less than 30 Business Days prior to the proposed effective date of the registration statement) provide all Stockholders with written notice (the "Registration Notice") of the proposed Initial Public Offering containing the following: (i)registration statement estimated of the tement and the estimated IPO Date;(ii) the in price, underwriting estimated discounts commissions s ndrnet proceeds to the selling Stockholders; Class A, Class Cior) the aggregate shares Class D Stock, as the case may be, held of record as of the date of the Registration Notice (the "Registration Notice Date") by the Stockholders; and (iv) the maximum number of shares (the "IPO Pro Rata Amount") of Common Stock such Stockholder would be entitled to include in the registration statement, 15 calculated in accordance with Section 9 (a) above, if all Stockholders were to elect to include their IPO Pro Rata Amount in such registration statement.)desiring toc participate tinn the cproposed Initial eptance. Each PublicOffering shall provide written notice (the "Registration Acceptance Notice") to the Corporation within 15 Business Days of the Registration Notice Date. The Registration Acceptance Notice shall set forth the maximum number of shares (the "IPO Maximum Amount") of Common Stock, if any, such Stockholder desires to include in the proposed Initial Public Offering, which may be a smaller or larger number of shares than the number of shares that constitute the IPO Pro Rata Amount. The Registration Acceptance Notice given by any Stockholder shall constitute such Stockholder's binding agreement to include a number of shares equal to the IPO Maximum Amount in the Initial Public Offering, provided that the net proceeds per share (after deduction of underwriting discounts and commissions) to be realized in the Initial Public Offering are not less than ninety percent (90%) of the amount thereof estimated pursuant to (ii) above. If the Registration Acceptance Notice from any Stockholder is not received by the Corporation within the 15 Business Day period specified above, such Stockholder shall be deemed to have elected not to include any shares of Stock in such Initial Public Offering. In such case, or if any Stockholder specifies in its Registration Acceptance Notice that it desires to include in such registration statement a number of shares of Stock that is less than the IPO Pro Rata Amount, the aggregate number of shares of Stock not so included in such registration statement shall, if the Board of Directors of the Corporation in its sole discretion determines that such shares should be included in the registration statement and circumstances (including, without limitation, the timing of the effective date of the registration statement) permit the inclusion of such shares, be allocated among all Stockholders delivering such Registration Acceptance Notice and desiring to participate in such Initial Public Offering, with such allocation made pro rata based on the number of shares included in the IPO Maximum Amount specified by each such Stockholder in its Registration Acceptance Notice. (d) Underwritten f In that registration pursuato this Section 9 shall be, inwholeny or in part, an underwritten public offering (i) the number of shares of Stock to be included in such offering may be reduced pro rata among the Stockholders based upon the number of shares included in the IPO Maximum Amount specified by each such Stockholder in its Registration 16 Acceptance Notice if and to the extent that the managing underwriter shall be of the opinion that such inclusion may adversely affect the success of such offering and (ii) each Stockholder participating in such Initial Public Offering shall be required to (A) make customary representations and warranties and (B) provide customary indemnification in each case in accordance with the terms of the underwriting agreement. (e) expenses of Registration. Each Stockholder participating in the Initial Public Offering pursuant to this Section 9 shall bear its pro rata share (based on the ratio that the number of shares of Stock included by such Stockholder in the Initial Public Offering bears to the total number of shares of Stock included in such Initial Public Offering) of all underwriting discounts and commissions. (f) Other Registration Rights. Notwithstanding the provisions of this Section 9, the corporation may by contract with a Stockholder (i) grant registration rights to such Stockholder that differ in certain respects from those rights set forth herein or (ii) further restrict the registration rights with respect to such Stockholder otherwise provided for herein. 10. Legend. (a) All certificates representing shares of Class A and Class C Stock in the Corporation shall, in addition to other legends that may be required by state or federal securities laws, bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. " "THESE SECURITIES ARE SUBJECT TO MANDATORY REDEMPTION BY THE CORPORATION. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. " 17 (b) All certificates representing shares of Class D Stock in the Corporation shall, in addition to other legends that may be required by state or federal securities laws, bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. " "AS SPECIFIED IN THE CERTIFICATE OF DESIGNATION OF THE CORPORATION ON FILE WITH THE DELAWARE SECRETARY OF STATE, THE TRANSFERABILITY OF THESE SECURITIES IS SUBJECT TO RESTRICTION. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER • WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. " (c) All certificates representing shares of Common Stock in the Corporation shall, in addition to other legends that may be required by state or federal securities laws, bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE." "THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. " provided that, as specified in Section 3 (b) hereof, following the Initial Public Offering, such certificates shall bear such legend or another legend only if, in the opinion of counsel to the Corporation, the imposition of 18 such legend is required under the Securities Act or other applicable law. 11. Record Holders. The Corporation shall be entitled to recognize the exclusive right of a person registered in its records as the holder of shares of Class A, Class C, Class D or Common Stock and such record holders shall be deemed the holders of such shares for all purposes. IN WITNESS WHEREOF, Circle K Holdings, Inc. has caused its corporate seal to be aff4xed hereto and this Certificate to be signed by Pau/ 3e/4l440, as Vice-president and attested by Aadit9 45s as Secretary this gaday of July, 1993. The undersigned do hereby verify and affirm, under penalties of perjury, that this Certificate is the act and deed of the Corporation and that the facts stated herein are true. CIRCLE K HOLDINGS, INC. f -64 Pau W. Soldatos Vice President ATTEST: .C�-- Andrea Assnref Secretary NAV3+mam+na 19 a MEMORANDUM ��11 TO: JENNY VANEGDOM,DCTB !�1 FROM: DAN JOSEPH ENVIRONMENTAL HEALTH SERVICE ill 1 SUBJECT: LIQUOR LICENSE INQUIRY DATE: MARCH 27,2007 CO �COLORADO CC: CINDY SALAZAR; SARA EVANS In response to your request, Environmental Health Services has reviewed the Retail Food Service Establishment file for Circle K Stores Inc., located at 10963 I-25 Access Road, Longmont, Colorado (previously First Hand Management, LLC). At this time, there are no problems or concerns regarding this establishment. Should you have any questions regarding this matter, please contact me via e-mail at djoseph@co.weld.co.us or by phone at 970-304-6415 extension 2206. Thank you. Dan Joseph Environmental Specialist III MEMORANDUM fRI To: Jenny VanEgdom, Clerk to the Board From: Bethany Salzman, Zoning Compliance Officer II COLORADO Date: March 21, 2007 Subject: Liquor License Referral ((LC0013)) Review of the following liquor license renewal by the Department of Planning Services shows the following: 41-09681-0027 Circle K Stores, Inc. Dba: Circle K Store#2709846 109631-25 Access Road West Longmont, CO 80504 Zone District C-3 This use is allowed through the zone district and the Site Plan Review(SPR-241) Permit. No violations are occurring on the property at this time. SERVICE.TEAMWORK,INTEGRITY,QUALITY l TRANSFER OF OWNERSHIP REVIEW FORM Date: March 20, 2007 TO: {DEPUTY} FROM: J.D. Broderius SUBJECT: Transfer of Ownership/Liquor License Check In accordance with the procedure for Liquor and/or beer license checks, please review all records on the following establishment for any associated reports during the last year and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering the Transfer of Ownership for a Hotel and Restaurant Liquor License. I will be sending a copy of the file to you through interoffice mail. PLEASE RESPOND NO LATER THAN: MARCH 30, 2006 Present Name of Establishment: New Applicant Name: ESTABLISHMENT: FIRST HAND MANAGEMENT CIRCLE K STORES, INC. DBA SHELL#7 DBA CIRCLE K STORE#2709846 109631.25 ACCESS ROAD 109631-25 ACCESS ROAD WEST LONGMONT, CO 80504 LONGMONT, CO 80504 Current license expires: September 15,2007 A Temporary Permit was approved by the Board on 03/12/07, and Is valid for a period of 120 days. No concerns 1�- LJ Deputy's Initials The Sheriffs Office had a concern and the deputy has mutually worked with the licensee to correct the concern. (Complete Attached Worksheet) Unresolved concerns exist requiring a Probable Cause Hearing scheduled by the Board of County Commissioners. (Complete Attached Worksheet) Please notify at Extension of the date and time of the Board of Commissioner's Transfer of Ownership hearing. Christopher W Carr Daniel W.Corr John J. Coates Kevin M. Coates H.Alan Dill Robert A. Dill 455 Sherman Street, Suite 300 Thomas M. Dunn Denver, Colorado 80203 John A. Hutchings vi Ai LAW Phone: 303-777-3737 Stephen M. Lee Fax: 303-777-3823 Fay M.Motsukage' Dnr Dar CAn SroHYVArf1 a HUTCHINGS. PC www.clillanddill.com Robert S.McCormack Direct Dial(303)282-41'1.7 Bruce D. Pringle E-Mail:cfontenot@dillanddill.com Dean M. Smurihwaite Adam P. Stapen March 8, 2007 Jon Stonbraker Patrick D.Tooley 'Aso licensed in Nevada VIA DHL Jennifer Luna Office of Clerk to the Board Weld County Government 915 10th Street Greeley, CO 80631 RE: Transfer of 3.2 Beer Off-Premises License Circle K Stores, Inc. d/b/a Circle K Store# 2709846 10963 1-25 Access Road, Longmont, CO 80504 Dear Ms. Luna: • • Enclosed please find a check in the amount of$21.25 to complete the State 3.2 Beer License Fee for counties. Thank you for your consideration in this matter. Should you have any questions, please call me at 303-282-4127. Very truly yours, Christine Fontenot Paralegal encl./cc: our file Hello