Free Affidavit - District Court of Federal Claims - federal

Case 1:05-cv-00231-EJD

Document 97-12

Filed 07/17/2007

Page 1 of 17
AUSTIN, TEXAS
(512) 499-3800

J enkens & CORPORATION A PROFESSIONAL Gilchrist
225 WEST WASHINGTON SUITE 2600

DALLAS, TEXAS (214) 855-4500
HOUSTON, TEXAS
(713) 951-3300

CHICAGO, ILLINOIS 60606

(312) 425-3900
TELECOllER (3 i 2) 425-3909

Donna M. Guerin (312) 425-3939 dguerin(ij enkens. com

ww.jenkens.com
ASHIGTON, D'CA)t
(202) 326- i 500 , ~ \

December 14, 1999

VIA FED EX
Mr. Jerr Zucker

16 Buckingham Drive
Charleston, SC 29407

Dear Mr. Zucker:

Enclosed for execution are numerous documents. Please sign each where indicated. Please do not fill in any blanks which appear in those documents at this time (i.e., dates). We will be
providing you in January, 2000, with copies of all of

your transaction documents for your records.

Please return the documents to me in the enclosed self-addressed Fed Ex envelope as soon
as possible. Please do not hesitate to contact me if

you have any questions. Thank you

Very truly yours,

~ìl. ~

Donna M. Guerin For JENKNS & GILCHRIST
DMG/slb Enclosures

CHICAGO 17351 v 1,99999

/~i6 0
"

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ASSIGNMENT OF PARTNERSHIP INTEREST IN JBJZ PARTNERS

1. The undersigned hereby irevocably assigns a parership interest in JBJZ Parers, a South

Carolina general partnership ("Parnership") as follows:

Transferor
JGB Bohicket

Percentage Interest Transferred
all of its general partership interest

Transferee
JBJZ Investors, Inc.

Investments LLC

not as an assignee, but as a substitute general partner of the Partnership.

2. This Assignent shall be effective as of the date hereof.
JGB Bohicket

Dated: December , 1999

By:

ACCEPT ANCE

The undersigned hereby accepts the Assignent hereinabove described.

Dated: December , 1999

JBJZ Investors, Inc.

i

i

CHIC AGO i 7007 v I,

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JBJZ PARTNERS

December , 1999

VIA TELECOPY (312) 424-6019
Mr. David Parse Deutsche Banc Alex. Brown 222 W. Adams, Suite 1900 Chicago, IL 60606

RE: JBJZ Parners
Account No. 222-10155-10
Dear Sir:

This letter is for the purpose of informing you that all interests in JBJZ Partners have been transferred to JBJZ Investors, Inc. and, accordingly such partnership has liquidated this date as a matter of law. Therefore, this constitutes your authorization to transfer from the abovecaptioned account all assets held therein to the account of mJZ Investors, Inc., Account No. 22210156-19 in liquidation of JBJZ Partners.
Such transfer should be effective immediately.

Please contact me if you have any questions regarding this matter.
Very truly yours,

JBJZ PARTNERS

BY: JZ Buckingham Investments LLC

~

CHICAGO 17007 vI, .

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JBJZ INVESTORS, INC.

December

,l999

VIA TELECOPY (312) 424-6019
Mr. David Parse Deutsche Banc Alex. Brown 222 W. Adams, Suite 1900 Chicago, IL 60606

Re: JBJZ Investors, Inc. Account No. 222-10156-19
Dear Sir:

This letter constitutes your authorization to sell the positions indicated ~n the attached Schedule A currently held in the above-referenced account.
Please contact me if you have any questions regarding this matter.
Very truly yours,

JBJZ INESTORS, INe.

, President

--~

CHICAGO 17007 v i,.

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JBJZ INVESTORS, INC.

SCHEDULE A

CHICAGO 17007 v I,
'"

JT 1334Y,

COPYRIGHT 1930. BY

DWIGHT Br M. H. JACKSON
CHIC,aGO P"TENT PENDING

Case 1:05-cv-00231-EJD Document 97-12 Filed 07/17/2007 Page 6 of 17

Case 1:05-cv-00231-EJD

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The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold, assigned or transferred in the
absence of an applicable exemption from the registration requirements of the Act and applicable state securities laws, an effective registration statement under the Act and such laws or an opinion of counsel satisfactory to the corporation that registration under the Act is not required.

THIS SPACE IS NOT TO BE
v,

COVERED IN ANY WAY

JT 13341'2

COP'fRIGHT IQ30 BY

DWIGHT &- M. H. JACKSON
CHICAGO P..TENT PENDING

Case 1:05-cv-00231-EJD Document 97-12 Filed 07/17/2007 Page 8 of 17

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The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold, assigned or transferred in the
absence of an applicable exemption from the registration requirements of the Act and applicable state securities laws, an effective registration statement under the Act and such laws or an opinion of counsel satisfactory to the corporation that registration under the Act is not required,

v,

TH IS SPACE IS NOT TO BE COVERED IN ANY WAY

Case 1:05-cv-00231-EJD

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CONSENT OF SOLE DIRECTOR
OF

JBJZ INVESTORS, INC.

The undersigned, being the sole director of JBJZ Investors, Inc., a Delaware

corporation (the" Corporation"), does hereby consent and agree to the adoption of the
following resolutions pursuant to Section 141 (f) of the General Corporation Law of the

State of Delaware, in lieu of holding the organizational meeting of the Corporation:

1. Expenses of Incorporation.

RESOLVED: That the proper officers of the Corporation are hereby authorized
and directed to payout of the funds of the Corporation all expenses incurred in

and by reason of the organization of the Corporation.

2. By-Laws.
RESOLVED: That the By-laws, adopted by the incorporator, a copy of which is
included in the minute book of the Corporation, are hereby approved and

adopted as the By-laws of the Corporation.
3. Officers.

RESOLVED: That the following person is hereby elected to the offices set forth opposite his name, to serve until his successors are elected and qualified or until his earlier resignation or removal:
Jerry Zucker

President

Chicago 1 7è42 vi, 99999.00001

~"

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4. Certificate.

RESOLVED: That the form of certificate to evidence ownership of shares of the

capital stock of the Corporation, in the form thereof attached to this consent is
hereby approved and authorized for issuance by the Corporation.
5. Issuance of Common Shares.

RESOLVED: That the Corporation accepts the offer of the following persons to purchase the number of common share of the Corporation ("Common Shares")
set forth opposite his name at the purchase price of One Dollar ($1.00) per

Common Share:
Name
Jerry Zucker James G. Boyd

No. of Common Shares
90
10

Consideration

$90.00 $10,00

FURTHER RESOLVED: That when each of the above named persons shall make

full payment to the Treasurer of the Corporation for the Common Shares
subscribed for by him, the appropriate officers of the Corporation shall execute

and deliver to him a certificate representing said Common Shares, and said Common Shares shall be deemed to be full paid and non-assessable.
6. Bank Depository.

RESOLVED: That the funds of the Corporation shall be deposited with the financial institutions and upon the terms and conditions more fully set forth in

the form of certificate relating thereto and attached to this consent and
incorporated herein by reference.
7. Fiscal Year.

RESOLVED: That the fiscal year of the Corporation shall end on the last day of

December of each year.
8. Subchapter SElection
RESOL- VED: That the President of the Corporation is hereby authorized and

directed, in the name and on behalf of the Corporation, to execute and file the

Corporation's election to be taxed for the fiscal year beginning the date of the Corporation's incorporation as a S corporation, in accordance with the provisions of Subchapter S of Chapter 1 of Subtitle A of the Internal Revenue
"

Chicago 17242 v 1,9999900001

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Code of 1986, as amended, and to forward such other documents and

instruments and to do all things and acts which may be necessary, convenient and proper to effect the election of the Corporation to be so taxed,
9. General Authoritv of Officers.

RESOLVED: That the proper officers of the Corporation are hereby authorized and directed to take all steps and do all acts and things, including the execution

and delivery of documents, as are or may be necessary or appropriate to effectuate the purpose and intent of the foregoing resolutions.

Dated as of November 16, 1999

~~
Being the sole director of the Corporation

Chicago 17242 v 1,999990000 I

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101

Independence Center, Suite 1100

El ERNST & YOUNG LLP

Charlott. HC 2824
(704) 372-6300

101 N. Tryon St.

CONFIDEN.IA FAX
To:

Date: t 1- -i z.- '1 'l
Numbe of

pag including cover sheet:

-i

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l U_'

From:

~-~
o Pleas commet

Phone:
Fax phone: 01 'i- ~'î "'cJ~(Jf

Phone: iOt. ~ 33/ -, 'l33
Fax phone:

Cc:

RE:

o For you review 0 Reply ASAP

Confentility Noûce The intion oontad in th facsi message is legaly privilged an condeiial inrmon
intend only for th us of th individua or entity nad abve. If the read of ths message is not the

intended recipient! you ar hereby nofied tht any use, disemtion distribution, or copy of ths
teleoopy is sticty prohibite. If

you have reived ths telecopy in err~ pleas ime4mely notify us by

telephone an retu the orgi mese to us at th stted ads vi th United Stas Post Serce.

Th you.

~'i- ~'V

Case 1:05-cv-00231-EJD

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. Phone: 704 372 6300

â! ERNST & YOUNG LLP

.. 101 Independeiice Cetir
Suite 1100
101 Nort Tryn S!rÐt Charlott, Nort CarotiN 28246

November 22, 1999

To: Mr. Jerr Zucker

Mr. James Boyd

From: Ray Knght
Re: Equity contrbution and fee strcture

EQUITY CON'rU'ON OR FEE

PE~CENTAGB

RJSK/ONaRi~K

TIMIG
Inception Inception
With 30 Davs With 90 Days

Cost oflonQ: ontion

Cash iniection to parership

5% 2%*
1%% 3%

At-risk Not at-risk
---

E&Y Fee

Law fis and ban (biled separtely
from E&Y1

* Stock contrbutions are to be made within two weeks of inception

Ernst & Young LU' is a member of Ernst & Young International, Ltd.

Case 1:05-cv-00231-EJD

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Filed 07/17/2007

Page 16 of 17

101

Independence Center, Suite 1100

EI ERNST & YOUNG LLP

101 N. Tryon St.
CharloUB. He 28246
(704) 372-6300

CONFIDENTIA FAX
To:

Date: t / - 7- i. - '1 ~
Number of

pages including c:oveJ sheet:

-i

~~ Ct~

From:

~~
o Please comment

Phone: Fax pnone: 01:;- 4'ì "'~of
CC:

Phone: -l () i. ~ "$?A - ( 't 3 '3
Fax phoiie:

RE:

o For your review 0 Reply ASAP

l Urgt

Confentility Notice

The inftion oontad in th facsi message is legally pnviged an condeiial inrmon

intend only for tlie use of th individua or entity naed abve. If the reader of ths messae is not th
teleoopy is sticty prohibite. If

intendd recipient. you ar hereby nofied th any use, disemon distbution, or copy of th
you have received ths telecopy in err. pleas imeQately notify us by

telephone an retu the orgi mese to us at th stted adss vi th Unied Stas Post Serce.

Th you.

Case 1:05-cv-00231-EJD

Document 97-12

Filed 07/17/2007

Page 17 of 17
. Phone: 704.372 6300

eI ERNST & YOUNG LLP

. 101 Independel'ce Centlr

Suite 1100
101 Nort Tryri Sir

Charlotr, Nort Carolil'2Ð246

November 22, 1999

To: Mr. Jerr Zucker

Mr. James Boyd

From: Ray Knght
Re: Equity contrbution and fee strcture

EQUITY CON'U'ON OR FEE

PEltCENTAGB

R.sK/NÖN-Ri~ic

TIMIG
Inception Inceotion
With 30 Davs
Withi 90 Days

Cost of long aption Cash iniection to parership
E&Y Fee

5% 2%*
1%%

At-risk Not at-risk
---

Law fi an ban (biled separtely
from E&Yl

3%

'" Stock contrbutions ar to be made within two weeks of inepton

Ernst & Young LU" is a member of Ernst & Young International, Ltd.