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TERRY J. MOLLICA, ESQ. (SBN 139816)
MOLLICA LAW
560 First Street, Suite B201
Benicia, CA. 94510
Tele: (925) 239-2380
Fax: (925)239-2382
E-mail: E-mail: tim@caattnys.com
GLEN H. OLIVES (SBN 057942)
Law Office of Glen H. Olives
4701 Soquel Drive, Suite E
Soquel, CA. 95073
Telephone: (408) 505-6889
E-mail: ghoS7942@gmail.com
Attomeys for plaintiff Pacific Office
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Designs, Inc., a California Corporation
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SUPERIOR COURT OF THE STATE OF CALIFORNIA
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COUNTY OF SANTA CLARA
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UNLIMITED JURISDICATION
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15 PACIFIC OFFICE DESIGNS, INC., a California ) Case No.: 20CV368229
Corporation, )
16 ) PLAINTIFF’S REQUEST FOR JUDICIAL
Plaintiff, ) NOTICE IN SUPPORT OF OPPOSITIONS
17 Vv. ) TO THE DEMURRER OF DEFENDANTS
18 ) EXEMPLIS, DE VRIES, LOPEZ, SPOT ON
SPOT ON CONSULTING GROUP, a Professional ) CONSULTING GROUP, JONATHAN
19 Accountancy Corporation; JONATHAN RONALD ) RONALD LADDY AND KELLY PAULINE
LADDY; EXEMPLIS, LLC; a Califomia Limited ) PLAYLE
20 Liability Company; PAUL DE VRIES, KELLY ) (Concurrently filed with Plaintiff's Memorandum
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PAULINE PLAYLE; NANCY LOPEZ, and ) of Points and Authorities in Oppositions to
DOES 1-150, Inclusive, Demurrers and Motion to Strike)
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Defendants. Hearing:
23 Date: June 3, 2020
Time: 9:00 a.m.
24 Dept. 20
Judicial Officer: Hon. Socrates P. Manoukian
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1) TO ALL PARTIES AND THEIR COUNSEL OF RECORD:
2 YOU ARE HEREBY NOTIFIED THAT plaintiff PACIFIC OFFICE DESIGNS, INC.
3 (herein (“Plaintiff or “PACIFIC OFFICE”), under the provisions of Evidence Code Sections
4| 4452 and 453, hereby requests that the court take judicial notice of the following attached
documents:
1 The January 27, 2021 order of the Hon. Judge Roberta Hayashi (“Order”) entered
in the above-entitled action, a true and correct copy of which is attached hereto as
Exhibit A and incorporated by this reference as though set forth in full.
Articles of Incorporation of Sitonit, Inc. filed with the California Secretary of State
on February 27, 1996, as Instrument No. 1779128, executed solely by Paul De
11 Vries, as its initial agent for service of process, a true and correct copy of which is
12) attached hereto as Exhibit B;
13 Statement by Domestic Stock Corporation, filed with the California Secretary of
14 State on December 6, 2001, as Instrument No. 01-328638, stating Paul De Vries
15] is the Chief Executive Officer, Secretary and Chief Financial Officer of Sitonit,
"4 Inc. executed by Paul De Vries as “CEO” a true and correct copy of which is
17 attached hereto as Exhibit C;
18} Certificate of Amendment of Articles of Incorporation of SITONIT, INC., filed on
19) November 30, 2007, with the California Secretary of State as Instrument No.
A0669927 stating, inter alia, “One: The name of the Corporation is Exemplis
21 Corporation.”, executed by Paul A. De Vries as Secretary, a true and correct copy
22] of which is attached hereto as Exhibit D;
23 California Corporations Code Section 1505 Certificate, filed on July 7, 2014, with
24 the California Secretary of State as Instrument No. A0758220 stating, inter alia,
25) the Authorized Employee for Exemplis Corporation is Paul De Vries, executed by
26 Mike Phelan as “CFO/Executive Vice President, a true and correct copy of which
27 is attached hereto as Exhibit E;
28)
6. Limited Liability Company, Articles of Organization-Conversion, filed on March
20, 2015, with the California Secretary of State as File # 201507910093, stating,
inter alia, Exemplis LLC is the Name of the Limited Liability Company, and the
Name of the Converting Entity is Exemplis Corporation, signed under penalty of
perjury by Paul De Vries, President. a true and correct copy of which is attached
hereto as Exhibit F;
Statement of Information, filed on February 3, 2017, with the California
Secretary of State as Instrument # 17-710677, stating, inter alia, Exemplis LLC,
is managed by Seating Intermediate Holdings LLC, and the Chief Executive
1 Officer is Paul De Vries, signed by Patrick Sommerfield as Secretary, a true and
1] correct copy of which is attached hereto as Exhibit G;
12| Certificate of Merger, filed on December 17, 2019, with the California Secretary
13) of State as Instrument # 201507910093, stating, inter alia, Exemplis LLC is the
14 Name of the Surviving Entity; Symmetry Office, LLC, is the Name of the
15] Disappearing Entity, and the Surviving Entity has One Member signed by Paul De
16) Vries for the Surviving Entity as “Paul De Vries, a member of Seating
17 Intermediate Holdings, LLC, the sole member of Exemplis LLC”, a true and
18} correct copy of which is attached hereto as Exhibit G.
19}
DATED: May 20, 2021 Respectfully Submitted.
MOLLICA LAW
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Y, Vy
23 By LU, (e~
By: RY ds MOLLICA, ESQ.
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Attorneys/ for plaintiff PACIFIC OFFICE
25) DESIG INC
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EXHIBIT A
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SR
EN e) SUPERIOR COURT OF CALIFORNIA
ky ) COUNTY OF SANTA CLARA
fba
er (ays) DOWNTOWN COURTHOUSE (ENDORSED)
LEP
oy
tr ESSoRSe
9] NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95113 t
¥
CIVIL DIVISION
JAN 27 2021
Terry John Mollica Clerknof the Court
Mollica Law Superior Court o Qunty of Sams Clara
560 First street Suite B201 RY. seer OEP UY
BENICIA CA 94510
RE: Pacific Office Designs, Inc vs SPOT ON CONSULTING GROUP et al
Case Number: 20CV368229
PROOF OF SERVICE
Order re Demurrers and Motion to Strike to the first amended complaint was delivered to the parties listed
below the above entitled case as set forth in the sworn declaration below.
If you, a party represented by you, or a witness to be calied on behalf of that party need an accommodation under the American with
Disabilities Act, please contact the Court Administrator's office at (408) 882-2700, or use the Court's TDD line (408) 882-2690 or the
Voice/TDD Califomia Relay Service (800) 735-2922.
DECLARATION OF SERVICE BY MAIL: | declare that I served this notice by enclosing a true copy in a sealed envelope, addressed to
each person whose name is shown below, and by depositing the envelope with postage fully prepaid, in the United States Mail at San Jose,
CA on January 27, 2021. CLERK OF THE COURT, by Maggie Castellon, Deputy.
ce: Teresa C Chow 11601 Wilshire Blvd Ste 1400 Los Angeles CA 90025-0509
Mark E DiMaria Post Office Box 64704 Los Angeles CA 90064
CW-9027 REV 12/08/16 PROOF OF SERVICE
(ENDORSED)
v
JAN 27 2021
E D
wo
Clerk oj f
Court of ¢cA,
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fron . DEPUTY
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SUPERIOR COURT OF CALIFORNIA
COUNTY OF SANTA CLARA
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II PACIFIC OFFICE DESIGNS, INC., Case No. 20-CV-368229
12 Plaintiff,
ORDER RE: DEMURRERS AND
13 MOTION TO STRIKE TO THE FIRST
14 VS.
AMENDED COMPLAINT
15 Hearing Date: December 17, 2020
Time: 9:00 a.m.
16 SPOT ON CONSULTING GROUP, et al., Dept. 20 (Hayashi for Manoukian)
17 Defendants. Trial Date: None Set
18
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The following motions came on for hearing before the Honorable Roberta S. Hayashi on
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December 17, 2020, at 9:00 a.m. in Department 10: (1) the demurrer to the first amended
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complaint (“FAC”) by defendants Spot On Consulting, Jonathan R. Laddy, and Kelly P. Playle
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(collectively, the “Spot On Defendants”), (2) the motion to strike portions of the FAC by the
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Spot On Defendants; and (3) the demurrer to the FAC by defendants Exemplis LLC, Paul
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DeVries, and Nancy Lopez (collectively, the “Exemplis Defendants”). The matters having been
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submitted, the Court orders as follows:
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I Statement of Facts.
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Plaintiff Pacific Office Designs, Inc. (“Plaintiff”) filed its initial complaint alleging fraud,
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breach of contract, unfair trade practices, common counts and negligence on July 9, 2020.
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Case No. 20-CV-368229
Order Re: Demurrers and Motion to Strike to the FAC
Lee
Pursuant to the stipulation of September 17, 2020, Plaintiff filed its FAC on October 9, 2020,
seeking damages arising from a transfer of funds in or around December 2019, from Plaintiff's
bank account by its outside financial services provider, Spot On Consulting, to a fraudulently
created bank account as the result of an e-mail generated from Plaintiff's vendor, Exemplis LLC,
the resulting data breaches of Exemplis LLC’s data, as well as the disclosure of Plaintiff's
banking data by Spot On in executing the fraudulent transfer.
On 11/9/2020, the Spot On Defendants demurred to the First Cause of Action (‘COA”)
of the FAC (Intentional Misrepresentation); the Second COA (Negligent Misrepresentation); the
Seventh COA (Tort of Another); and the Ninth COA (Negligence-Res Ipsa Loquitur).
10 On 11/16/2020, the Spot On Defendants moved to strike from the FAC, allegations of
IL punitive or exemplary damages, special damages, and attorneys’ fees (as to the Fifth, Sixth,
12 Seventh, Eighth and Ninth COAs), as well as remedies for equitable relief in those causes of
13 action.
14 On 11/16/2020, the Exemplis Defendants demurred to the Fifth COA (negligence); Sixth
15 COA (breach of implied contract); Seventh COA (Tort of Another); Eighth COA (breach of oral
16 contract); and Ninth COA (Negligence-Res Ipsa Loquitur).
17 Plaintiff opposes the demurrer, and urges the Court to consider Defendants’ failure to
18 cooperate with Plaintiff's investigation or disclose what their internal investigations revealed.
19 Those facts are not alleged in the FAC.
20 II. Analysis.
21 A. Legal Standard.
22 “In reviewing the sufficiency ofa complaint against a general demurer, we are guided by
23 long settled rules. ‘We treat the demurrer as admitting all material facts properly pleaded, but
24 not contentions, deductions or conclusions of fact or law. We also consider matters which may
25 be judicially noticed."” (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) “A demurrer tests only
26 the legal sufficiency of the pleading. It admits the truth of all material factual allegations in the
27 complaint; the question of plaintiff's ability to prove these allegations, or the possible difficulty
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Case No. 20-CV-368229
Order Re: Demurters and Motion to Strike to the FAC
in making such proof does not concern the reviewing court.” (Committee on Children’s
Television, Inc. vy. General Foods Corp. (1983) 35 Cal.3d 197, 213-214.)
“The reviewing court gives the complaint a reasonable interpretation, and treats the
demurrer as admitting all material facts properly pleaded. The court does not, however, assume
the truth of contentions, deductions or conclusions of law. ... [I]t is error for a trial court to
sustain a demurrer when the plaintiff has stated a cause of action under any possible legal theory
And it is an abuse of discretion to sustain a demurrer without leave to amend if the plaintiff
shows there is a reasonable possibility any defect identified by the defendant can be cured by
amendment.” (Gregory v. Albertson's, Inc. (2002) 104 Cal.App.4th 845, 850.)
10 To the extent that Plaintiff relies upon the declarations submitted by their respective
Il counsel, the Court declines to consider them as a demurrer addresses only the well-pleaded facts
12 of the complaint and materials subject to judicial notice. (See Donabedian v. Mercury Ins. Co.
13 (2004) 116 Cal_App.4th 968, 994 [on demurrer, a court cannot consider the substance of
14 declarations].) Allegations of failure to cooperate in the investigation may bolster the alleged
15 fraudulent nature of any failure to disclose the change in banking information, or that there had
16 not been independent verification of the genuineness of the instruction before the transfer of
17 funds, but those facts are not alleged in the FAC.
18 B. Demurrers and Motion to Strike.
19 Plaintiff has alleged that the Exemplis Defendants had a duty to have in place appropriate
20 systems, procedures, and trained personnel that would have required verification before
21 payments are made, identified any data breaches, and promptly notified its customers of the
22 threat. The Court finds that the allegations of the existence of a duty and breach of that duty as
23 to Exemplis are sufficient. Plaintiff alleges that Defendant Nancy Lopez (“Ms. Lopez”), an
24 employee of Exemplis individually owed duties to Plaintiff, but does not plead facts that support
25 that Ms. Lopez has individual liability for negligent (as opposed to fraudulent) acts in the course
26 and scope of her employment for Exemplis.
27 Plaintiff has further alleged that Spot On had a duty to detect that the e-mail was
28 fraudulent, disclose to Plaintiff that its vendor had purported to change its bank account
Case No. 20-CV-368229
Order Re: Demurrers and Motion to Strike to the FAC
information, verify with the vendor the accuracy of the instruction and inform Plaintiff that it had)
not conducted such verification before making the transfer.
Plaintiff, has not, however alleged sufficient facts to show that Spot On knew that the
instruction for transfer of funds was fraudulent and executed the transfer, or failed to make the
disclosures to Plaintiff with the requisite intent to deceive necessary for fraud. Plaintiff has not
alleged facts sufficient to support the First COA (intentional misrepresentation), and has not
plead with sufficient specificity which statements or omissions to state facts (made by whom, on
what date) were made with the requisite fraudulent intent, or which are relied upon-to support the
claims for negligent misrepresentation (the Second COA).
10 Defendants Spot On and Exemplis correctly contend that “tort of another” is a legal
1 doctrine which results in holding one defendant liable for the fraudulent or negligent conduct of
12 another person, in which the defendant participates — however, it depends on the existence of the
13 underlying tort and pleading of the specific conduct which triggers that liability for fraud or
14 negligence. It is not an independent theory of liability.
15 “Res ipsa loquitur” is a legal doctrine that applies to show that a duty exists for purposes
16 of supporting a negligence cause of action. Plaintiff argues that it may be alleged as an alternate
7 theory of liability. In this case, the FAC includes a negligence COA against all identified
18 Defendants, which is premised (as are the other causes of action) on factual allegations that the
19 Spot-On Defendants and the Exemplis Defendants each owed separate and independent duties of
20 due care to safeguard the banking information, such that even if an Exemplis employee
21 knowingly or negligently participated in the conversion of funds from Plaintiff, the Spot-On
22 Defendants had a duty to not transfer Plaintiff's funds without verifying the accuracy of the
23 account data. The Ninth COA is not just an alternative theory of liability but is based on the
24 inconsistent factual premise that all Defendants had a shared duty of care, such that a breach by
25 one would arguably be a breach by all.
26 The demurrer of Exemplis to the Sixth COA for breach of an implied contract is
27 appropriate. In addition to alleging the existence of an oral contract in its Eighth COA, Plaintiff
28 alleges that there is an implied contract arising from the established vendor-customer relationship
4
Case No. 20-CV-368229
Order Re: Demurrers and Motion to Strike to the FAC
Le
and the manner in which the parties conducted business. It cannot be determined from the
is asserting an implied in fact or implied in law contract, or what
pleadings whether Plaintiff
specific facts Plaintiff contends such “implied contract” arises, what the implied or express terms
of the contract are, or how those implied terms were breached.
Attorneys’ fees for recovery of fraudulently converted property may lie, or may be
recovered by express contractual provision or statute. However, they are not supported by the
allegations of the Fifth COA. Also punitive damages must be based on allegations of the
specific conduct that purported constitutes malice, oppression or fraud.
III.Conclusion and Order.
10 For the reasons set forth above:
1 1. The Spot On Defendants’ General and Special Demurrers are sustained as to the First
12 COA (Intentional Misrepresentation) and Second COA (Negligent Misrepresentation);
13 2. The General Demurrers of the Spot-On Defendants’ to the Seventh (Tort of Another) and
14 Ninth COA’s (Res Ipsa Loquitur) are sustained;
15 3. Exemplis’ Demurrer to the Fifth COA (Negligence) and the Eighth COA (Oral Contract)
16 are overruled;
17 4. Ms. Lopez’s Demurrer to the Fifth COA (Negligence); Seventh COA (Tort of Another);
18 and Ninth COA(Negligence —Res Ipsa Loquitur) are sustained, as there are no facts alleged
19 which would form the basis of individual liability against Ms. Lopez;
of
20 5. The Exemplis Defendants’ Demurrers to the Sixth (Implied Contract), Seventh (Tort
21 Another) and Ninth (Res Ipsa Loquitur) COAs are sustained.
22 6. Spot On Defendants’ Motion to Strike is granted consistent with the foregoing, without
23 prejudice to Plaintiff asserting those remedies if supported in the pleadings as amended.
24 7. Plaintiff has thirty days leave to amend which is granted with regard to all causes of
25 action and Defendants.
26 IT IS SO ORDERED.
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Dated: 26 January 2021
28 Hon. Roberta . Hayashi
Judge of the Superior Court
Case No. 20-CV-368229
Order Re: Demurrers and Motion to Strike to the FAC
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EXHIBIT B
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{In the office ob ean State
ARTICLES OF INCORPORATION FEB2 7 1996
SITONIT,
OF
Inc.
ei
The undersigned hereby executes the following ARTICLES OF
INCORPORATION for the purpose of forming a corporation under the
General Corporation Law of the State of California:
One: The name of the Corporation will be:
SITONIT, Inc.
Two: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized
under the General Corporation Law of California other than the
banking business, the trust company business or the practice of a
profession permitted to be incorporated by the California
Corporations Code.
Three: The name and address in this state of the
Corporation's initial agent for service of process in accordance
with subdivision (b) of Section 1502 of the General Corporation Law
is:
Paul De Vries
4602 Operetta Drive
Huntington Beach, CA 92649
Four: The Corporation is authorized to issue only one class
of shares, and the total number of shares which the Corporation is
authorized to issue is one million shares of Common Stock.
_ i sa
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IN WITNESS WHEREOF, the undersigned has executed the foregoing
Articles of Incorporation on Aprél 5, 1996.
ei,
SSS
Paul De Vries
The undersigned hereby declares that he is the person who
executed the foregoing Articles of Incorporation, which execution
is his act and deed.
Paul De Vries
cues
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EXHIBIT C
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NAME ASORESS: CATY ABD STATE 2? CODE
NUMBER OF VACANCIES ON THE BOARD OF DIRECTORS F ANY
CHECK THE APPROPRIATE PECUISION 8 ANT NAME THE AGENT FOR SERVICE OF PROCESS.
|] AN INDIVIDUAL RESIDING i Cau IF:
|) A CORPORATION WHICH HAS FILED A CERTIFICATE PURSUANT TO SECTION 1505 OF THE CALIFORNIA CORPORATIONS
CODE,
AGENTS NRE: Av\| DEvKies
‘FOR SERVICE OF PROCESS IN CALIFORDUA,
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THE TYPE OF BUSHES: ‘CORPORATION a
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EXHIBIT D
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= f066992T——
FILED
tn the office of the Secretary
of State
y
Of the State of Califomia
YY [hawe
NOV 3 0 2007
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
SITONIT, INC.
The undersigned certify that:
1 They are the President and Secretary, respectively, of SITONIT, inc. (the
“Company’), a Califomis corporation.
2. Anticle One shatl be amended to read in its entirety as follows:
“One: The name of the Corporation is Exemplis Corporation.”
3 The Articles of Incorporation are amended two add Article Five, which reads in its
catirety as follows:
“FIVE: A ‘Theo liability of the directors of the Corporation for monetary
damages shal! be eliminated to the fullest extent permissible under California law.
B. The Corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the General Corporation Law of California) for breach of
duty to the Corporation and its shareholders through bylaw provisions or through
agreements with agents, or both, in excess of the indemnification otherwise penuitted by
Section 317 of the General Corporation Law of California, subject to the limits on such
excess indemnification set forth in Section 204 of the General Corporation Law of
Califomia. Lf, after the effective date of this Article, California law amended ina
manner which permits # corporation to limit the monetary or other liability of ils directors
or to authorize indemnification of, or advancement of such defense expenses 0, its
directors or other persons, in any such case to a greater extent than is permitted on such
effective date, the references in this Article to “California law” shall wo that extent be
deemed to refer
to California law as so amended.
Cc. Any repeal or modification of this Article shall only be prospective
and shall not effect the rights under this Article in effect at the time of the alleged
occurrence of any action or omission to act giving rise to liability.”
3 The foregoing amendment of the Articles of Incorporation has been duly approved
by the board of directors.
4 The foregoing amendment of the Articles of Incorporation has been duly spproved
by the required vote of sharebolders in accordance with Section 902, California Corporations
Code. The total number of outstanding shares of the corporation is thirty thousand (30,000). The
number of shares voting in favor of the amendment equaled or exceeded the vote required. The
percentage vote required was more than 50 percent.
pier
~
I further declare under penalty of perjury under the laws of the State of California that the
matters set forth in this Certificate are true and correct of my own knowledge.
November 241_, 2007
By:
Michi Mekjian
an
ss.
Pa r A. DeVries
Secretary
soemeunramnet
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EXHIBIT E
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LEVPLIE AQ758220
1505 | California Corporations Code Section 1505 Certificate |
1
To become authorized to be designated as a corporate agent for service of
process for other entities in California, you can fill out this form or prepare
your own document, and submit for filing along with:
— A $30 filing fee.
- A separate, non-refundable $16 service fee also must be included, if
a?
you drop off the completed form or document.
- For information about expedited filing requests and current processing
times, go to www.sos.ca.gov/business/be/service-options.
htm.
FILED
Secretary of State
Any California corporation or any foreign corporation qualified in California Le
is eligible to file this 1505 certificate as long as the corporation is active on
State of California
the records of the California Secretary of State. The status of the
corporation can be checked online at kepler.sos.ca.gov. (Pe JUL 07 204
After your 1505 certificate is filed, if any of the information changes you
may file a new fully completed 1505 certificate. This Space For Office Use Only
® Corporation's Exact Name (on file with CA Secretary of State) @ Corporate File No. {issued by CA Secretary of State)
Exemplis Corporation 1779128
if you don't know the file number, leave Item 2 blank.
+
Address for Service of Process (List the complete street address in California of the office where any entity designating your
corporation as agent for service of process may be served with process. Do not list a P.O. Box address.)
@ 6415 Katella Avenue q ypress CA 90630
‘Street Address for Service of Process ~ City (no abbreviations) fate Zip
Authorized Employees (List the names of all the persons employed by your corporation who are authorized to accept delivery of any
copy of service of process, at the address listed in item 3, on any entity who has designated your corporation as its agent for service of
process.)
@® authorized Employees: Paul DeVries
Statement of Consent
® This corporation consents that delivery of a copy of service of process to an authorized employee at the
address designated in item 3 shall constitute delivery of any such copy to the corporation, as the agent for
service of process.
This fc must be signed by an officer of thecorporation.
Mike Phelan CFO/Executive Vice President
‘Sign here Print your name here Your business title
Make check/money order payable to: Secretary of State By Mail Drop-Off
Upon filing, we will return one (1) uncertified copy of your fled Secretary of State Secretary of State
document for free, and will certify the copy upon request and Business Entities, P.O. Box 944260 1500 11th Street, 3rd Floor
payment of a $5 certification fee Sacramento, CA 94244-2600 Sacramento, CA 95814
Corporations Code§ 1505 2013 Caltomia Secretary of State
1505 (REV 01/2013) ‘Www.S0S.Ca.gow/business.
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EXHIBIT F
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LLC-1A J File #___
201507910093
ar
hss ZhZA ws State of California
aah
bas
2H
te De
Secretary of State Fiten 4
IATA AR cut Secretary
of State
Stofat
Calie
fomia
Limited Liability Company
Articles of Organization - Conversion MAR 2 0 205
AO
IMPORTANT — Read all instructions before completing this form. This Space For Filing Use Only
Converted Entity information ~
1. Name of Limited Liability Company (The name must include the words Limited Liability Company or the abbraviations LLC or L.L.C, The words
Limited and Company may be abbreviated to Lid. and Co., respectively.)
Exemptis LLC
2. The purpose of the limited liability company is {0 engage in any lawful act or activity for which a limited liability company may be
organized under the California Revised Uniform Limited Liability Company Act.
3. The limited liability company will be managed by (check only one)
i
[Jone erage C] More Than One Manager v | All Limited Liability Company Member(s)
4. Initial Street Address of Limited Liability Company's Designated Office in CA City State Zip Code
6415 Katella Avenue Cypress CA 90630
5. Initial Mailing Address of Limited Liability Company, if different from Item 4 City State Zip Code
6. Name of Initial Agent For Service of Process (item 6; List a California resident or 2 California registered corporete agent thal agrees to be your
initial agent for service of process in case the LLC is sued. You may list any adull who lives in Califomia. You may not list an LLC as the agent,
Wtem 7: If the agent is en inuividual, list the agent's business or residential stree! address in Califomia. Do not lis! an address if the agent is a Califomia
registered corporate agent as the address for service of process is already on file.)
CT Corporation System
is
7. If an Individual, Street Address of Agent for Service of Process in CA City State Zip Code
cA
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TERRY J. MOLLICA, ESQ. (SBN 139816) MOLLICA LAW 560 First Street, Suite B201 Benicia, CA. 94510 Tele: (925) 239-2380 Fax: (925)239-2382 E-mail: E-mail: tim@caattnys.com GLEN H. OLIVES (SBN 057942) Law Office of Glen H. Olives 4701 Soquel Drive, Suite E Soquel, CA. 95073 Telephone: (408) 505-6889 E-mail: ghoS7942@gmail.com Attomeys for plaintiff Pacific Office 10 Designs, Inc., a California Corporation 11 SUPERIOR COURT OF THE STATE OF CALIFORNIA 12 COUNTY OF SANTA CLARA 13 UNLIMITED JURISDICATION 14 15 PACIFIC OFFICE DESIGNS, INC., a California ) Case No.: 20CV368229 Corporation, ) 16 ) PLAINTIFF’S REQUEST FOR JUDICIAL Plaintiff, ) NOTICE IN SUPPORT OF OPPOSITIONS 17 Vv. ) TO THE DEMURRER OF DEFENDANTS 18 ) EXEMPLIS, DE VRIES, LOPEZ, SPOT ON SPOT ON CONSULTING GROUP, a Professional ) CONSULTING GROUP, JONATHAN 19 Accountancy Corporation; JONATHAN RONALD ) RONALD LADDY AND KELLY PAULINE LADDY; EXEMPLIS, LLC; a Califomia Limited ) PLAYLE 20 Liability Company; PAUL DE VRIES, KELLY ) (Concurrently filed with Plaintiff's Memorandum 21 PAULINE PLAYLE; NANCY LOPEZ, and ) of Points and Authorities in Oppositions to DOES 1-150, Inclusive, Demurrers and Motion to Strike) 22 Defendants. Hearing: 23 Date: June 3, 2020 Time: 9:00 a.m. 24 Dept. 20 Judicial Officer: Hon. Socrates P. Manoukian 25 26 27 28 1) TO ALL PARTIES AND THEIR COUNSEL OF RECORD: 2 YOU ARE HEREBY NOTIFIED THAT plaintiff PACIFIC OFFICE DESIGNS, INC. 3 (herein (“Plaintiff or “PACIFIC OFFICE”), under the provisions of Evidence Code Sections 4| 4452 and 453, hereby requests that the court take judicial notice of the following attached documents: 1 The January 27, 2021 order of the Hon. Judge Roberta Hayashi (“Order”) entered in the above-entitled action, a true and correct copy of which is attached hereto as Exhibit A and incorporated by this reference as though set forth in full. Articles of Incorporation of Sitonit, Inc. filed with the California Secretary of State on February 27, 1996, as Instrument No. 1779128, executed solely by Paul De 11 Vries, as its initial agent for service of process, a true and correct copy of which is 12) attached hereto as Exhibit B; 13 Statement by Domestic Stock Corporation, filed with the California Secretary of 14 State on December 6, 2001, as Instrument No. 01-328638, stating Paul De Vries 15] is the Chief Executive Officer, Secretary and Chief Financial Officer of Sitonit, "4 Inc. executed by Paul De Vries as “CEO” a true and correct copy of which is 17 attached hereto as Exhibit C; 18} Certificate of Amendment of Articles of Incorporation of SITONIT, INC., filed on 19) November 30, 2007, with the California Secretary of State as Instrument No. A0669927 stating, inter alia, “One: The name of the Corporation is Exemplis 21 Corporation.”, executed by Paul A. De Vries as Secretary, a true and correct copy 22] of which is attached hereto as Exhibit D; 23 California Corporations Code Section 1505 Certificate, filed on July 7, 2014, with 24 the California Secretary of State as Instrument No. A0758220 stating, inter alia, 25) the Authorized Employee for Exemplis Corporation is Paul De Vries, executed by 26 Mike Phelan as “CFO/Executive Vice President, a true and correct copy of which 27 is attached hereto as Exhibit E; 28) 6. Limited Liability Company, Articles of Organization-Conversion, filed on March 20, 2015, with the California Secretary of State as File # 201507910093, stating, inter alia, Exemplis LLC is the Name of the Limited Liability Company, and the Name of the Converting Entity is Exemplis Corporation, signed under penalty of perjury by Paul De Vries, President. a true and correct copy of which is attached hereto as Exhibit F; Statement of Information, filed on February 3, 2017, with the California Secretary of State as Instrument # 17-710677, stating, inter alia, Exemplis LLC, is managed by Seating Intermediate Holdings LLC, and the Chief Executive 1 Officer is Paul De Vries, signed by Patrick Sommerfield as Secretary, a true and 1] correct copy of which is attached hereto as Exhibit G; 12| Certificate of Merger, filed on December 17, 2019, with the California Secretary 13) of State as Instrument # 201507910093, stating, inter alia, Exemplis LLC is the 14 Name of the Surviving Entity; Symmetry Office, LLC, is the Name of the 15] Disappearing Entity, and the Surviving Entity has One Member signed by Paul De 16) Vries for the Surviving Entity as “Paul De Vries, a member of Seating 17 Intermediate Holdings, LLC, the sole member of Exemplis LLC”, a true and 18} correct copy of which is attached hereto as Exhibit G. 19} DATED: May 20, 2021 Respectfully Submitted. MOLLICA LAW 22| Y, Vy 23 By LU, (e~ By: RY ds MOLLICA, ESQ. 24 Attorneys/ for plaintiff PACIFIC OFFICE 25) DESIG INC 26| 27| 28] 10; 11 12] 13} 14] 15) 16) 17| 18 19) 29) 21 22) 23 24) 25| 26) 27 EXHIBIT A 28) SR EN e) SUPERIOR COURT OF CALIFORNIA ky ) COUNTY OF SANTA CLARA fba er (ays) DOWNTOWN COURTHOUSE (ENDORSED) LEP oy tr ESSoRSe 9] NORTH FIRST STREET SAN JOSE, CALIFORNIA 95113 t ¥ CIVIL DIVISION JAN 27 2021 Terry John Mollica Clerknof the Court Mollica Law Superior Court o Qunty of Sams Clara 560 First street Suite B201 RY. seer OEP UY BENICIA CA 94510 RE: Pacific Office Designs, Inc vs SPOT ON CONSULTING GROUP et al Case Number: 20CV368229 PROOF OF SERVICE Order re Demurrers and Motion to Strike to the first amended complaint was delivered to the parties listed below the above entitled case as set forth in the sworn declaration below. If you, a party represented by you, or a witness to be calied on behalf of that party need an accommodation under the American with Disabilities Act, please contact the Court Administrator's office at (408) 882-2700, or use the Court's TDD line (408) 882-2690 or the Voice/TDD Califomia Relay Service (800) 735-2922. DECLARATION OF SERVICE BY MAIL: | declare that I served this notice by enclosing a true copy in a sealed envelope, addressed to each person whose name is shown below, and by depositing the envelope with postage fully prepaid, in the United States Mail at San Jose, CA on January 27, 2021. CLERK OF THE COURT, by Maggie Castellon, Deputy. ce: Teresa C Chow 11601 Wilshire Blvd Ste 1400 Los Angeles CA 90025-0509 Mark E DiMaria Post Office Box 64704 Los Angeles CA 90064 CW-9027 REV 12/08/16 PROOF OF SERVICE (ENDORSED) v JAN 27 2021 E D wo Clerk oj f Court of ¢cA, = ~—-L fron . DEPUTY fs r SUPERIOR COURT OF CALIFORNIA COUNTY OF SANTA CLARA 10 II PACIFIC OFFICE DESIGNS, INC., Case No. 20-CV-368229 12 Plaintiff, ORDER RE: DEMURRERS AND 13 MOTION TO STRIKE TO THE FIRST 14 VS. AMENDED COMPLAINT 15 Hearing Date: December 17, 2020 Time: 9:00 a.m. 16 SPOT ON CONSULTING GROUP, et al., Dept. 20 (Hayashi for Manoukian) 17 Defendants. Trial Date: None Set 18 19 The following motions came on for hearing before the Honorable Roberta S. Hayashi on 20 December 17, 2020, at 9:00 a.m. in Department 10: (1) the demurrer to the first amended 21 complaint (“FAC”) by defendants Spot On Consulting, Jonathan R. Laddy, and Kelly P. Playle 22 (collectively, the “Spot On Defendants”), (2) the motion to strike portions of the FAC by the 23 Spot On Defendants; and (3) the demurrer to the FAC by defendants Exemplis LLC, Paul 24 DeVries, and Nancy Lopez (collectively, the “Exemplis Defendants”). The matters having been 25 submitted, the Court orders as follows: 26 I Statement of Facts. 27 Plaintiff Pacific Office Designs, Inc. (“Plaintiff”) filed its initial complaint alleging fraud, 28 breach of contract, unfair trade practices, common counts and negligence on July 9, 2020. 1 Case No. 20-CV-368229 Order Re: Demurrers and Motion to Strike to the FAC Lee Pursuant to the stipulation of September 17, 2020, Plaintiff filed its FAC on October 9, 2020, seeking damages arising from a transfer of funds in or around December 2019, from Plaintiff's bank account by its outside financial services provider, Spot On Consulting, to a fraudulently created bank account as the result of an e-mail generated from Plaintiff's vendor, Exemplis LLC, the resulting data breaches of Exemplis LLC’s data, as well as the disclosure of Plaintiff's banking data by Spot On in executing the fraudulent transfer. On 11/9/2020, the Spot On Defendants demurred to the First Cause of Action (‘COA”) of the FAC (Intentional Misrepresentation); the Second COA (Negligent Misrepresentation); the Seventh COA (Tort of Another); and the Ninth COA (Negligence-Res Ipsa Loquitur). 10 On 11/16/2020, the Spot On Defendants moved to strike from the FAC, allegations of IL punitive or exemplary damages, special damages, and attorneys’ fees (as to the Fifth, Sixth, 12 Seventh, Eighth and Ninth COAs), as well as remedies for equitable relief in those causes of 13 action. 14 On 11/16/2020, the Exemplis Defendants demurred to the Fifth COA (negligence); Sixth 15 COA (breach of implied contract); Seventh COA (Tort of Another); Eighth COA (breach of oral 16 contract); and Ninth COA (Negligence-Res Ipsa Loquitur). 17 Plaintiff opposes the demurrer, and urges the Court to consider Defendants’ failure to 18 cooperate with Plaintiff's investigation or disclose what their internal investigations revealed. 19 Those facts are not alleged in the FAC. 20 II. Analysis. 21 A. Legal Standard. 22 “In reviewing the sufficiency ofa complaint against a general demurer, we are guided by 23 long settled rules. ‘We treat the demurrer as admitting all material facts properly pleaded, but 24 not contentions, deductions or conclusions of fact or law. We also consider matters which may 25 be judicially noticed."” (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) “A demurrer tests only 26 the legal sufficiency of the pleading. It admits the truth of all material factual allegations in the 27 complaint; the question of plaintiff's ability to prove these allegations, or the possible difficulty 28 Case No. 20-CV-368229 Order Re: Demurters and Motion to Strike to the FAC in making such proof does not concern the reviewing court.” (Committee on Children’s Television, Inc. vy. General Foods Corp. (1983) 35 Cal.3d 197, 213-214.) “The reviewing court gives the complaint a reasonable interpretation, and treats the demurrer as admitting all material facts properly pleaded. The court does not, however, assume the truth of contentions, deductions or conclusions of law. ... [I]t is error for a trial court to sustain a demurrer when the plaintiff has stated a cause of action under any possible legal theory And it is an abuse of discretion to sustain a demurrer without leave to amend if the plaintiff shows there is a reasonable possibility any defect identified by the defendant can be cured by amendment.” (Gregory v. Albertson's, Inc. (2002) 104 Cal.App.4th 845, 850.) 10 To the extent that Plaintiff relies upon the declarations submitted by their respective Il counsel, the Court declines to consider them as a demurrer addresses only the well-pleaded facts 12 of the complaint and materials subject to judicial notice. (See Donabedian v. Mercury Ins. Co. 13 (2004) 116 Cal_App.4th 968, 994 [on demurrer, a court cannot consider the substance of 14 declarations].) Allegations of failure to cooperate in the investigation may bolster the alleged 15 fraudulent nature of any failure to disclose the change in banking information, or that there had 16 not been independent verification of the genuineness of the instruction before the transfer of 17 funds, but those facts are not alleged in the FAC. 18 B. Demurrers and Motion to Strike. 19 Plaintiff has alleged that the Exemplis Defendants had a duty to have in place appropriate 20 systems, procedures, and trained personnel that would have required verification before 21 payments are made, identified any data breaches, and promptly notified its customers of the 22 threat. The Court finds that the allegations of the existence of a duty and breach of that duty as 23 to Exemplis are sufficient. Plaintiff alleges that Defendant Nancy Lopez (“Ms. Lopez”), an 24 employee of Exemplis individually owed duties to Plaintiff, but does not plead facts that support 25 that Ms. Lopez has individual liability for negligent (as opposed to fraudulent) acts in the course 26 and scope of her employment for Exemplis. 27 Plaintiff has further alleged that Spot On had a duty to detect that the e-mail was 28 fraudulent, disclose to Plaintiff that its vendor had purported to change its bank account Case No. 20-CV-368229 Order Re: Demurrers and Motion to Strike to the FAC information, verify with the vendor the accuracy of the instruction and inform Plaintiff that it had) not conducted such verification before making the transfer. Plaintiff, has not, however alleged sufficient facts to show that Spot On knew that the instruction for transfer of funds was fraudulent and executed the transfer, or failed to make the disclosures to Plaintiff with the requisite intent to deceive necessary for fraud. Plaintiff has not alleged facts sufficient to support the First COA (intentional misrepresentation), and has not plead with sufficient specificity which statements or omissions to state facts (made by whom, on what date) were made with the requisite fraudulent intent, or which are relied upon-to support the claims for negligent misrepresentation (the Second COA). 10 Defendants Spot On and Exemplis correctly contend that “tort of another” is a legal 1 doctrine which results in holding one defendant liable for the fraudulent or negligent conduct of 12 another person, in which the defendant participates — however, it depends on the existence of the 13 underlying tort and pleading of the specific conduct which triggers that liability for fraud or 14 negligence. It is not an independent theory of liability. 15 “Res ipsa loquitur” is a legal doctrine that applies to show that a duty exists for purposes 16 of supporting a negligence cause of action. Plaintiff argues that it may be alleged as an alternate 7 theory of liability. In this case, the FAC includes a negligence COA against all identified 18 Defendants, which is premised (as are the other causes of action) on factual allegations that the 19 Spot-On Defendants and the Exemplis Defendants each owed separate and independent duties of 20 due care to safeguard the banking information, such that even if an Exemplis employee 21 knowingly or negligently participated in the conversion of funds from Plaintiff, the Spot-On 22 Defendants had a duty to not transfer Plaintiff's funds without verifying the accuracy of the 23 account data. The Ninth COA is not just an alternative theory of liability but is based on the 24 inconsistent factual premise that all Defendants had a shared duty of care, such that a breach by 25 one would arguably be a breach by all. 26 The demurrer of Exemplis to the Sixth COA for breach of an implied contract is 27 appropriate. In addition to alleging the existence of an oral contract in its Eighth COA, Plaintiff 28 alleges that there is an implied contract arising from the established vendor-customer relationship 4 Case No. 20-CV-368229 Order Re: Demurrers and Motion to Strike to the FAC Le and the manner in which the parties conducted business. It cannot be determined from the is asserting an implied in fact or implied in law contract, or what pleadings whether Plaintiff specific facts Plaintiff contends such “implied contract” arises, what the implied or express terms of the contract are, or how those implied terms were breached. Attorneys’ fees for recovery of fraudulently converted property may lie, or may be recovered by express contractual provision or statute. However, they are not supported by the allegations of the Fifth COA. Also punitive damages must be based on allegations of the specific conduct that purported constitutes malice, oppression or fraud. III.Conclusion and Order. 10 For the reasons set forth above: 1 1. The Spot On Defendants’ General and Special Demurrers are sustained as to the First 12 COA (Intentional Misrepresentation) and Second COA (Negligent Misrepresentation); 13 2. The General Demurrers of the Spot-On Defendants’ to the Seventh (Tort of Another) and 14 Ninth COA’s (Res Ipsa Loquitur) are sustained; 15 3. Exemplis’ Demurrer to the Fifth COA (Negligence) and the Eighth COA (Oral Contract) 16 are overruled; 17 4. Ms. Lopez’s Demurrer to the Fifth COA (Negligence); Seventh COA (Tort of Another); 18 and Ninth COA(Negligence —Res Ipsa Loquitur) are sustained, as there are no facts alleged 19 which would form the basis of individual liability against Ms. Lopez; of 20 5. The Exemplis Defendants’ Demurrers to the Sixth (Implied Contract), Seventh (Tort 21 Another) and Ninth (Res Ipsa Loquitur) COAs are sustained. 22 6. Spot On Defendants’ Motion to Strike is granted consistent with the foregoing, without 23 prejudice to Plaintiff asserting those remedies if supported in the pleadings as amended. 24 7. Plaintiff has thirty days leave to amend which is granted with regard to all causes of 25 action and Defendants. 26 IT IS SO ORDERED. 27 Dated: 26 January 2021 28 Hon. Roberta . Hayashi Judge of the Superior Court Case No. 20-CV-368229 Order Re: Demurrers and Motion to Strike to the FAC 11 12 13 14 15 16] 17 18 19) 21 22 23 24) 25) 26 27 EXHIBIT B 28} ee ae so — — = @ 17m«= {In the office ob ean State ARTICLES OF INCORPORATION FEB2 7 1996 SITONIT, OF Inc. ei The undersigned hereby executes the following ARTICLES OF INCORPORATION for the purpose of forming a corporation under the General Corporation Law of the State of California: One: The name of the Corporation will be: SITONIT, Inc. Two: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. Three: The name and address in this state of the Corporation's initial agent for service of process in accordance with subdivision (b) of Section 1502 of the General Corporation Law is: Paul De Vries 4602 Operetta Drive Huntington Beach, CA 92649 Four: The Corporation is authorized to issue only one class of shares, and the total number of shares which the Corporation is authorized to issue is one million shares of Common Stock. _ i sa e+ IN WITNESS WHEREOF, the undersigned has executed the foregoing Articles of Incorporation on Aprél 5, 1996. ei, SSS Paul De Vries The undersigned hereby declares that he is the person who executed the foregoing Articles of Incorporation, which execution is his act and deed. Paul De Vries cues 10) 11 12) 13) 14] 15) 16) 17| 18} 19) 29 21 22] 23 24) 25 26) 27| EXHIBIT C 28 else ee te, 2 Ba tc AIS eae imme, al btx¢ at rhe Bill Jones Ol- 3A9 036 J Added For gine Secretary of State STi Oo yi DO peerOc! i720 bbe DEC 6 6 2001 _ wy ‘BO MOT Ai! a zi s SITONTT, 6415 KATELLA “ac AVE , 2NDFL wi ia CY PRESS “A e650 #117928 — =a s irae eiearesameaaeae es Ths es Gponem Sees&bry Feng Une Or STREET ADORE 9S OF PRONEA: EXESUTIA OTIS Coty ase or ————. STRERY ADORESS © ' PREP AL SYRPRESS OF PLE Oo ORDA & ANY ar el aj 53 OFY agit) S7ATY be se 1 oo er a (on E wom tydBol VEY, ie S Ay: CHY AD STATE aO¥' ” IP ONDE (ATV AND STATE cet 4 |_Mike MEKILAN ADDRESS CITY AND STATE Ome paces NAME ASORESS: CATY ABD STATE 2? CODE NUMBER OF VACANCIES ON THE BOARD OF DIRECTORS F ANY CHECK THE APPROPRIATE PECUISION 8 ANT NAME THE AGENT FOR SERVICE OF PROCESS. |] AN INDIVIDUAL RESIDING i Cau IF: |) A CORPORATION WHICH HAS FILED A CERTIFICATE PURSUANT TO SECTION 1505 OF THE CALIFORNIA CORPORATIONS CODE, AGENTS NRE: Av\| DEvKies ‘FOR SERVICE OF PROCESS IN CALIFORDUA, © Ali a hs on ore 3FM et ol pi} Caer2 14, OBSORIBE THE TYPE OF BUSHES: ‘CORPORATION a 15, DECLARE THAT | HAVE EXAMINED THIS STATEMENT AND TO THE BEST OF @Y WMOWLEDOE AND BELIEF, IT IS TRUE, CORRECT, “ore — y* OsT WARE OF 880 6 OFFIC GR AGENT ay ‘SOB C IREV. 1UDe, veer eer ta a eb 11 12] 13 14 15) 16 17 18) 9 20 21 22 23} 24 25) 26 27| EXHIBIT D 28) aoe = f066992T—— FILED tn the office of the Secretary of State y Of the State of Califomia YY [hawe NOV 3 0 2007 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF SITONIT, INC. The undersigned certify that: 1 They are the President and Secretary, respectively, of SITONIT, inc. (the “Company’), a Califomis corporation. 2. Anticle One shatl be amended to read in its entirety as follows: “One: The name of the Corporation is Exemplis Corporation.” 3 The Articles of Incorporation are amended two add Article Five, which reads in its catirety as follows: “FIVE: A ‘Theo liability of the directors of the Corporation for monetary damages shal! be eliminated to the fullest extent permissible under California law. B. The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the General Corporation Law of California) for breach of duty to the Corporation and its shareholders through bylaw provisions or through agreements with agents, or both, in excess of the indemnification otherwise penuitted by Section 317 of the General Corporation Law of California, subject to the limits on such excess indemnification set forth in Section 204 of the General Corporation Law of Califomia. Lf, after the effective date of this Article, California law amended ina manner which permits # corporation to limit the monetary or other liability of ils directors or to authorize indemnification of, or advancement of such defense expenses 0, its directors or other persons, in any such case to a greater extent than is permitted on such effective date, the references in this Article to “California law” shall wo that extent be deemed to refer to California law as so amended. Cc. Any repeal or modification of this Article shall only be prospective and shall not effect the rights under this Article in effect at the time of the alleged occurrence of any action or omission to act giving rise to liability.” 3 The foregoing amendment of the Articles of Incorporation has been duly approved by the board of directors. 4 The foregoing amendment of the Articles of Incorporation has been duly spproved by the required vote of sharebolders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is thirty thousand (30,000). The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50 percent. pier ~ I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of my own knowledge. November 241_, 2007 By: Michi Mekjian an ss. Pa r A. DeVries Secretary soemeunramnet 10) 11 12 13 14 15 16) 17 18) 19) 21 22] 23} 24 25) 26 27| EXHIBIT E 28 LEVPLIE AQ758220 1505 | California Corporations Code Section 1505 Certificate | 1 To become authorized to be designated as a corporate agent for service of process for other entities in California, you can fill out this form or prepare your own document, and submit for filing along with: — A $30 filing fee. - A separate, non-refundable $16 service fee also must be included, if a? you drop off the completed form or document. - For information about expedited filing requests and current processing times, go to www.sos.ca.gov/business/be/service-options. htm. FILED Secretary of State Any California corporation or any foreign corporation qualified in California Le is eligible to file this 1505 certificate as long as the corporation is active on State of California the records of the California Secretary of State. The status of the corporation can be checked online at kepler.sos.ca.gov. (Pe JUL 07 204 After your 1505 certificate is filed, if any of the information changes you may file a new fully completed 1505 certificate. This Space For Office Use Only ® Corporation's Exact Name (on file with CA Secretary of State) @ Corporate File No. {issued by CA Secretary of State) Exemplis Corporation 1779128 if you don't know the file number, leave Item 2 blank. + Address for Service of Process (List the complete street address in California of the office where any entity designating your corporation as agent for service of process may be served with process. Do not list a P.O. Box address.) @ 6415 Katella Avenue q ypress CA 90630 ‘Street Address for Service of Process ~ City (no abbreviations) fate Zip Authorized Employees (List the names of all the persons employed by your corporation who are authorized to accept delivery of any copy of service of process, at the address listed in item 3, on any entity who has designated your corporation as its agent for service of process.) @® authorized Employees: Paul DeVries Statement of Consent ® This corporation consents that delivery of a copy of service of process to an authorized employee at the address designated in item 3 shall constitute delivery of any such copy to the corporation, as the agent for service of process. This fc must be signed by an officer of thecorporation. Mike Phelan CFO/Executive Vice President ‘Sign here Print your name here Your business title Make check/money order payable to: Secretary of State By Mail Drop-Off Upon filing, we will return one (1) uncertified copy of your fled Secretary of State Secretary of State document for free, and will certify the copy upon request and Business Entities, P.O. Box 944260 1500 11th Street, 3rd Floor payment of a $5 certification fee Sacramento, CA 94244-2600 Sacramento, CA 95814 Corporations Code§ 1505 2013 Caltomia Secretary of State 1505 (REV 01/2013) ‘Www.S0S.Ca.gow/business. 10 11 12] 13} 14] 15} 16) 17 18) 19 21 22| 23] 24 25 26 27 EXHIBIT F 28 LLC-1A J File #___ 201507910093 ar hss ZhZA ws State of California aah bas 2H te De Secretary of State Fiten 4 IATA AR cut Secretary of State Stofat Calie fomia Limited Liability Company Articles of Organization - Conversion MAR 2 0 205 AO IMPORTANT — Read all instructions before completing this form. This Space For Filing Use Only Converted Entity information ~ 1. Name of Limited Liability Company (The name must include the words Limited Liability Company or the abbraviations LLC or L.L.C, The words Limited and Company may be abbreviated to Lid. and Co., respectively.) Exemptis LLC 2. The purpose of the limited liability company is {0 engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act. 3. The limited liability company will be managed by (check only one) i [Jone erage C] More Than One Manager v | All Limited Liability Company Member(s) 4. Initial Street Address of Limited Liability Company's Designated Office in CA City State Zip Code 6415 Katella Avenue Cypress CA 90630 5. Initial Mailing Address of Limited Liability Company, if different from Item 4 City State Zip Code 6. Name of Initial Agent For Service of Process (item 6; List a California resident or 2 California registered corporete agent thal agrees to be your initial agent for service of process in case the LLC is sued. You may list any adull who lives in Califomia. You may not list an LLC as the agent, Wtem 7: If the agent is en inuividual, list the agent's business or residential stree! address in Califomia. Do not lis! an address if the agent is a Califomia registered corporate agent as the address for service of process is already on file.) CT Corporation System is 7. If an Individual, Street Address of Agent for Service of Process in CA City State Zip Code cA pecs ——