On February 14, 2024 a
Exhibit,Appendix
was filed
involving a dispute between
Linsay Villareal,
Siddarth Gupta,
and
Flowerhouse Ny Llc,
Gregory Tannor,
Jeffrey Schultz,
Michael Silverman,
Ny Farm Holdco Llc,
Sam Phelps,
for Special Proceedings - CPLR Article 75 (Arbitration) - Commercial Division
in the District Court of New York County.
Preview
FILED: NEW YORK COUNTY CLERK 02/14/2024 04:26 PM INDEX NO. 650805/2024
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 02/14/2024
EXECUTION FERSION
WRITTEN CONSENT
OF
THE MAJORITY OF THE MEMBERSHIP INTERESTS
OF
FLOWERHOUSE NY LLC
Pursuant to Section 407(a) of the New York Limited Law
Liability Company
The undersigned, constituting the majority of the membership interests (the
"Members")
of Flowerhouse NY LLC, a New York kmited liability company (the "C9mp_any"), acting by
wntten consent without a meeting pursuant to Section 407(a) of the New York Limited
Liability
Company Law (the "Law"), hereby adopt the following resolutions:
WHEREAS, on June 30, 2023, Jeff Schultz, resigned as a Manager of the Company;
WHEREAS, pursuant to Section 5.5(a) of the Agreement of the Company dated
Operating
February 1, 2022 (the "Operating Agreement"), a Manager's resignation . . a
"{f}ollowing
replacement for the resigned Manager shall be elected or appointed the
by remaining Managers,
acting by consent or vote of a majority of all Membership Interests outstanding";
WHEREAS, the Members deem it to be in the best interest of the Company to appoint
Michael Silvennan as a replacement Manager of the Company,
NOW THEREFORE LET IT BE RESOLVED, that the undersigned m as
Members,
capacity as the majority of all Membership Interests, approve and authorize the appointment of
Michael Silverman as a Manager of the Company, effective immediately.
RESOLVED, thatGreg Tannor be, and hereby is, authorized and empowered to take all
such further action, the execution and delivery of all such
including further agreements,
certificates, instruments, and documents, in the name and on behalf of the Company, as he shall
deem necessary, desirable, advisable, or appropriate to consummate, effectuate, carry out, or
further the intent and purposes of the foregoing and
resolutions; that any and all such actions
heretofore or hereafter taken by him hereby are, adopted, affirmed. approved, and ratified in all
respects as the act and deed of the Company; and be it further
RESOLVED, that this Written Consent And Resolutions be executed m two or more
may
counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. Counterparts be delivered
may via facsimile, electronic
mail (including pdf or any electronic signature with the U.S. federal
complying ESIGN Act of
2000)orother transmission method and any counteÆart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective for all purposes.
[Signature Page to Follow}
.Pl
FILED: NEW YORK COUNTY CLERK 02/14/2024 04:26 PM INDEX NO. 650805/2024
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 02/14/2024
kITrcy Schuk
FILED: NEW YORK COUNTY CLERK 02/14/2024 04:26 PM INDEX NO. 650805/2024
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 02/14/2024
E»ECUTION VERSiON
IN WTTNESS
WHERE0F up $1
Resolutions as of June 30, &a
2013. Come m wd
G :m Tan
Sam PheÈs
kfirey Schule
FILED: NEW YORK COUNTY CLERK 02/14/2024 04:26 PM INDEX NO. 650805/2024
NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 02/14/2024
ExECUT.ti V
BRSNN
BERE0F
etfr
Document Filed Date
February 14, 2024
Case Filing Date
February 14, 2024
Category
Special Proceedings - CPLR Article 75 (Arbitration) - Commercial Division
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Preview
FILED: NEW YORK COUNTY CLERK 02/14/2024 04:26 PM INDEX NO. 650805/2024 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 02/14/2024 EXECUTION FERSION WRITTEN CONSENT OF THE MAJORITY OF THE MEMBERSHIP INTERESTS OF FLOWERHOUSE NY LLC Pursuant to Section 407(a) of the New York Limited Law Liability Company The undersigned, constituting the majority of the membership interests (the "Members") of Flowerhouse NY LLC, a New York kmited liability company (the "C9mp_any"), acting by wntten consent without a meeting pursuant to Section 407(a) of the New York Limited Liability Company Law (the "Law"), hereby adopt the following resolutions: WHEREAS, on June 30, 2023, Jeff Schultz, resigned as a Manager of the Company; WHEREAS, pursuant to Section 5.5(a) of the Agreement of the Company dated Operating February 1, 2022 (the "Operating Agreement"), a Manager's resignation . . a "{f}ollowing replacement for the resigned Manager shall be elected or appointed the by remaining Managers, acting by consent or vote of a majority of all Membership Interests outstanding"; WHEREAS, the Members deem it to be in the best interest of the Company to appoint Michael Silvennan as a replacement Manager of the Company, NOW THEREFORE LET IT BE RESOLVED, that the undersigned m as Members, capacity as the majority of all Membership Interests, approve and authorize the appointment of Michael Silverman as a Manager of the Company, effective immediately. RESOLVED, thatGreg Tannor be, and hereby is, authorized and empowered to take all such further action, the execution and delivery of all such including further agreements, certificates, instruments, and documents, in the name and on behalf of the Company, as he shall deem necessary, desirable, advisable, or appropriate to consummate, effectuate, carry out, or further the intent and purposes of the foregoing and resolutions; that any and all such actions heretofore or hereafter taken by him hereby are, adopted, affirmed. approved, and ratified in all respects as the act and deed of the Company; and be it further RESOLVED, that this Written Consent And Resolutions be executed m two or more may counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Counterparts be delivered may via facsimile, electronic mail (including pdf or any electronic signature with the U.S. federal complying ESIGN Act of 2000)orother transmission method and any counteÆart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. [Signature Page to Follow} .Pl FILED: NEW YORK COUNTY CLERK 02/14/2024 04:26 PM INDEX NO. 650805/2024 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 02/14/2024 kITrcy Schuk FILED: NEW YORK COUNTY CLERK 02/14/2024 04:26 PM INDEX NO. 650805/2024 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 02/14/2024 E»ECUTION VERSiON IN WTTNESS WHERE0F up $1 Resolutions as of June 30, &a 2013. Come m wd G :m Tan Sam PheÈs kfirey Schule FILED: NEW YORK COUNTY CLERK 02/14/2024 04:26 PM INDEX NO. 650805/2024 NYSCEF DOC. NO. 10 RECEIVED NYSCEF: 02/14/2024 ExECUT.ti V BRSNN BERE0F etfr