HomeMy WebLinkAbout07 Ten Pin Chg Directors Officers 092425RETAIL ALCOHOLIC BEVERAGES LICENSE APPLICATION
MONETARY TRANSMITTAL FORM
APPLICATION SHOULD BE COMPLETED ON-LINE, PRINTED, SIGNED, AND SUBMITTED TO THE LOCAL
LICENSING AUTHORITY.
ABCC LICENSE NUMBER (IF AN EXISTING LICENSEE, CAN BE OBTAINED FROM THE CITY)
ENTITY/ LICENSEE NAME
ADDRESS
CITY/TOWN STATE ZIP CODE
For the following transactions (Check all that apply):
THE LOCAL LICENSING AUTHORITY MUST SUBMIT THIS
APPLICATION ONCE APPROVED VIA THE ePLACE PORTAL
APPLICATION FOR AMENDMENT-Change of Officers, Stock or Ownership Interest
Change of Class (i.e. Annual / Seasonal)New License
Transfer of License
Issuance/Transfer of Stock/New Stockholder
Alteration of Licensed Premises
Management/Operating Agreement Change of Manager Change Corporate Name
Change of License Type (i.e. club / restaurant)
Change of DBA
Pledge of Collateral (i.e. License/Stock)
Change of Officers/
Directors/LLC Managers
Change of Category (i.e. All Alcohol/Wine, Malt)
Change Corporate Structure (i.e. Corp / LLC)
Change of Hours
Other
Change of Location
Change of Ownership Interest
(LLC Members/ LLP Partners,
Trustees)
ECRT CODE: RETA
Please make $200.00 payment here: ABCC PAYMENT WEBSITE
PAYMENT MUST DENOTE THE NAME OF THE LICENSEE CORPORATION, LLC, PARTNERSHIP, OR INDIVIDUAL AND INCLUDE THE
PAYMENT RECEIPT
The Commonwealth of Massachusetts
Alcoholic Beverages Control Commission
95 Fourth Street, Suite 3, Chelsea, MA 02150-2358
www.mass.gov/abcc
Alcoholic Beverages Control Commission
95 Fourth Street, Suite 3
Chelsea, MA 02150-2358
06876-RS-0070
769 Iyannough Road
MABarnstable 02601
Ryan Family Amusements, LLC
1. BUSINESS ENTITY INFORMATION
ABCC License NumberEntity Name Municipality
APPLICATION CONTACT
The application contact is the person who should be contacted with any questions regarding this application.
EmailName PhoneTitle
Please provide a narrative overview of the transaction(s) being applied for. Attach additional pages, if necessary.
%%Payment Receipt
%%Monetary Transmittal Form
%%DOR Certificate of Good Standing
%%DUA Certificate of Compliance
%%Change of Officer/Directors Application
%%Vote of the Entity
%%CORI Authorization
%%Business Structure Documents
%%If Sole Proprietor, Business Certificate
%%If partnership, Partnership Agreement
%%If corporation or LLC, Articles of Organization
from the Secretary of the Commonwealth
%%If Sole Proprietor, Business Certificate
%%If partnership, Partnership Agreement
%%If corporation or LLC, Articles of Organization
from the Secretary of the Commonwealth
%%Payment Receipt
%%Monetary Transmittal Form
%%DOR Certificate of Good Standing
%%DUA Certificate of Compliance
%%Change of Stock Application
%%Financial Statement
%%Vote of the Entity
%%CORI Authorization
%%Purchase & Sale Agreement
%%Supporting Financial Records
%%Advertisement
%%Business Structure Documents
Change of Officers/ Directors/LLC Managers Change of Stock Interest
(e.g. New Stockholders or Transfer or Issuance of Stock)
APPLICATION FOR AMENDMENT
-Change of Officers, Stock or Ownership Interest
%%If Sole Proprietor, Business Certificate
%%If partnership, Partnership Agreement
%%If corporation or LLC, Articles of Organization
from the Secretary of the Commonwealth
%%Payment Receipt
%%Monetary Transmittal
%%DOR Certificate of Good Standing
%%DUA Certificate of Compliance
%%Change of Stock Application
%%Financial Statement
%%Vote of the Entity
%%CORI Authorization
%%Business Structure Documents
%%Purchase & Sale Agreement
%%Supporting Financial Records
%%Advertisement
Change of Ownership Interest
(e.g. LLC Members, LLP Partners, Trustees etc.)
Management Agreement
%%Payment Receipt
%%Monetary Transmittal Form
%%DOR Certificate of Good Standing
%%DUA Certificate of Compliance
%%Vote of Entity
%%Management Agreement
Non-Profit Club Change of Officers/ Directors
%%Payment Receipt
%%Monetary Transmittal Form
%%DOR Certificate of Good Standing
%%DUA Certificate of Compliance
%%Change of Officer/Directors Application
%%Vote of the club signed by an approved officer
%%Business Structure Documents -Articles of
Organization from the Secretary of the Commonwealth
1
*If abutter notification and advertisement are required for transaction, please see the local licensing authority.
The Commonwealth of Massachusetts
Alcoholic Beverages Control Commission
95 Fourth Street, Suite 3, Chelsea, MA 02150-2358
www.mass.gov/abcc
Ryan Family Amusements, LLC Barnstable 06876-RS-0070
As part of a sale of the ownership interests in the company, licensee Ryan Family Amusements, LLC is applying for a change of LLC Managers and LLC
members, reflecting new ownership and management of the company. The legal entity will remain the same. We are not applying for a change of the
license manager, who will also remain the same.
Dennis A. Quilty, Esq.Attorney 617-946-4432dquilty@mqmhlaw.com
List all individuals or entities that will have a direct or indirect, beneficial or financial interest in this license (E.g. Stockholders, Officers,
Directors, LLC Managers, LLP Partners, Trustees etc.). Attach additional page(s) provided, if necessary, utilizing Addendum A.
The individuals and titles listed in this section must be identical to those filed with the Massachusetts Secretary of State.
The individuals identified in this section, as well as the proposed Manager of Record, must complete a CORI Release Form.
Please note the following statutory requirements for Directors and LLC Managers:
On Premises (E.g.Restaurant/ Club/Hotel) Directors or LLC Managers - At least 50% must be US citizens;
Off Premises(Liquor Store) Directors or LLC Managers - All must be US citizens and a majority must be
Massachusetts residents.
If you are a Multi-Tiered Organization, please attach a flow chart identifying each corporate interest and the individual owners of
each entity as well as the Articles of Organization for each corporate entity. Every individual must be identified in Addendum A.
NoYesAdditional pages attached?
2. PROPOSED OFFICERS, STOCK OR OWNERSHIP INTEREST
Has any individual listed in question 2, and applicable attachments, ever been convicted of a
State, Federal or Military Crime? If yes, attach an affidavit providing the details of any and all convictions.
CRIMINAL HISTORY
NoYes
MANAGEMENT AGREEMENT
NoYes
APPLICATION FOR AMENDMENT-Change of Officers, Stock or Ownership Interest
2
Name of Principal
Title and or Position
SSN DOB
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Residential Address
Director/ LLC Manager
NoYes
Name of Principal SSN DOBResidential Address
Name of Principal SSN DOBResidential Address
Name of Principal SSN DOBResidential Address
Title and or Position
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Director/ LLC Manager
NoYes
Title and or Position
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Director/ LLC Manager
NoYes
Title and or Position
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Director/ LLC Manager
NoYes
Name of Principal SSN DOBResidential Address
Name of Principal SSN DOBResidential Address
Title and or Position
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Director/ LLC Manager
NoYes
Title and or Position
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Director/ LLC Manager
NoYes
Are you requesting approval to utilize a management company through a management agreement?
Please provide a copy of the management agreement.
FEC Holdings, LLC 1209 Orange Street, Wilmington, DE
Member and Manager 100
Name of Principal Title/Position Percentage of Ownership
Name of Principal Title/Position Percentage of Ownership
Name of Principal Title/Position Percentage of Ownership
Name of Principal Title/Position Percentage of Ownership
Name of Principal Title/Position Percentage of Ownership
List the individuals and entities of the current ownership. Attach additional pages if necessary utilizing the format below.
Name of Principal Title/Position Percentage of Ownership
3. CURRENT OFFICERS, STOCK OR OWNERSHIP INTEREST
4. INTEREST IN AN ALCOHOLIC BEVERAGES LICENSE
Does any individual or entity identified in question 2, and applicable attachments, have any direct or indirect, beneficial or financial
interest in any other license to sell alcoholic beverages? If yes, list in table below. Attach additional pages, if
necessary, utilizing the table format below.
Yes No
Name License Type License Name Municipality
5. PREVIOUSLY HELD INTEREST IN AN ALCOHOLIC BEVERAGES LICENSE
Has any individual or entity identified identified in question 2, and applicable attachments, ever held a direct or indirect, beneficial or
financial interest in a license to sell alcoholic beverages, which is not presently held?
If yes, list in table below. Attach additional pages, if necessary, utilizing the table format below.
Yes No
6. DISCLOSURE OF LICENSE DISCIPLINARY ACTION
Have any of the disclosed licenses listed in question 4 or 5 ever been suspended, revoked or cancelled?
If yes, list in table below. Attach additional pages, if necessary, utilizing the table format below. Yes No
Date of Action Name of License City Reason for suspension, revocation or cancellation
Name License Type License Name Municipality
APPLICATION FOR AMENDMENT-Change of Officers, Stock or Ownership Interest
3
RFA Owners, Inc. Member 100
See Additional Information Page
See Additional Information Page
7. FINANCIAL DISCLOSURE
Name of Contributor Amount of Contribution
Total:
Name of Lender Amount Type of Financing
SOURCE OF CASH CONTRIBUTION
Is the lender a licensee pursuant
to M.G.L. Ch. 138.
NoYes
Yes No
Yes No
Yes No
Please provide documentation of available funds. (E.g. Bank or other Financial institution Statements, Bank Letter, etc.)
Please provide signed financing documentation.
SOURCE OF FINANCING
FINANCIAL INFORMATION
Provide a detailed explanation of the form(s) and source(s) of funding for the cost identified above.
4
Associated Cost(s):
Associated Cost(s): (E.g. Costs associated with License Transaction including but not limited to: Property price,
Business Assets, Renovations costs, Construction costs, Initial Start-up costs, Inventory costs, or specify other
costs):”
See following page See following page
Northwest Bank $10,000,000 Institutional Term Loan
$7,600,000 will be funded by equity investor cash contributions. The remaining $10,000,000 will be funded by an institutional bank term
loan. Information provided herein is preliminary based on pre-closing agreements and signed financing term sheet, which may be
adjusted prior to closing.
Purchase Price of Business Assets: $15,700,000 (see page 16 of Purchase & Sale Agreement)
Purchase Price for Real Estate: $0
Other Costs (legal, start-up, licensing, etc...): $1,900,000
TOTAL ASSOCIATED COSTS: $17,600,000
SOURCE OF CASH CONTRIBUTION
Name of Contributor Amount of Contribu on
Global Endowment Management, LP $5,470,000 (but up to $7,000,000)
Josh Bilmes $375,000
Sco Bartnick $375,000
Ryan Kaplan $375,000
Jared Kaplan $375,000
George Smith $250,000
John Leone $100,000
Danny Koch $50,000
Eric Bilmes $50,000
Jonathan Cohn $50,000
J2 Advisory Group, LLC $40,000
The Unger and Forstater Family Living Trust $25,000
Alex Villanueva $25,000
Anthony Bartnick $10,000
Sloane Meshekow $10,000
Phillis Bochman $10,000
Adam Keslonsky $10,000
TOTAL $7,600,000
APPLICANT'S STATEMENT
1 William Campb71 the: ☐sole proprietor; ☐ partner; ☐ corporate principal;LLC/LLP manager
Authorized Signatory
Ryan Family Amusements, LLCof
Name of the Entity/Corporation
hereby submit this application (hereinafter the "Application"), to the local licensing authority (the "LLA") and the AlcoholicBeverages Control Commission (the "ABCC" and together with the LLA collectively the "Licensing Authorities") for approval.
I do hereby declare under the pains and penalties of perjury that I have personal knowledge of the information submitted in theApplication, and as such affirm that all statements and representations therein are true to the best of my knowledge and belief.I further submit the following to be true and accurate:
(1)
(2)
I understand that each representation in this Application is material to the Licensing Authorities' decision on theApplication and that the Licensing Authorities will rely on each and every answer in the Application and accompanyingdocuments in reaching its decision;
I state that the location and description of the proposed licensed premises are in compliance with stateand local laws and regulations;
(3)I understand that while the Application is pending, I must notify the Licensing Authorities of any change in theinformation submitted therein. I understand that failure to give such notice to the Licensing Authorities may result indisapproval of the Application;
(4)I understand that upon approval of the Application, I must notify the Licensing Authorities of any change in theownership as approved by the Licensing Authorities. Iunderstand that failure to give such notice to theLicensing Authorities may result in sanctions including revocation of any license for which this Application is submitted;
(5)I understand that the licensee will be bound by the statements and representations made in the Application, including,but not limited to the identity of persons with an ownership or financial interest in the license;
(6)I understand that all statements and representations made become conditions of the license;
(7)I understand that any physical alterations to or changes to the size of the area used for the sale, delivery, storage, orconsumption of alcoholic beverages, must be reported to the Licensing Authorities and may require the prior approvalof the Licensing Authorities;
(8)I understand that the licensee's failure to operate the licensed premises in accordance with the statements andrepresentations made in the Application may result in sanctions, including the revocation of any license for which theApplication was submitted; and
I understand that any false statement or misrepresentation will constitute cause for disapproval of the Application orsanctions including revocation of any license for which this Application is submitted.
(9)
(10) I confirm that the applicant corporation and each individual listed in the ownership section of the application is ingood standing with the Massachusetts Department of Revenue and has complied with all laws of the Commonwealthrelating to taxes, reporting of employees and contractors,and withholding and remitting of child support.
ere bet
Title:President
Date: 5-29-25
ADDITIONAL INFORMATION
Please utilize this space to provide any additional information that will support your application or to clarify any answers
provided above.
Section 3. CURRENT OFFICERS, STOCK, OR OWNERSHIP INTEREST (con't)
The following individuals comprise the current ownership of RFA Owners, Inc.
Name of Principal Title Percentage of Ownership
William Campbell Shareholder, President 20.55%
Michael Crowley Shareholder, Director, Tres., Sec. 20.55%
Peter A. Campbell Shareholder 16.44%
Betty J. Ryan Shareholder 13.70%
Wendy M. Nickerson Shareholder 6.85%
James A. Ryan Shareholder, Director 5.48%
Anthony Carlino Shareholder 5.48%
Zachery McCaul Shareholder 5.48%
Quan M. Truong Shareholder 5.48%
Section 4. INTEREST IN AN ALCOHOLIC BEVERAGE LICENSE (con't)
William Campbell, a manager of FEC Holdings, LLC, is a present shareholder of RFA Owners, Inc. (20.55%), which is the sole current member (owner) of
the licensee, Ryan Family Amusements, LLC. Ryan Family Amusements, LLC presently holds six on-premises licenses (all-alcohol) in Massachusetts in
the municipalities of Barnstable, Bourne, Hanover, Hanover, Raynham, Mills and Yarmouth. The Raynham license is the subject of this transfer
application.
SECTION 5. PREVIOULSY HELD INTEREST IN AN ALCOHOLIC BEVERAGE LICENSE
As a shareholder of RFA Owners Inc., Mr. Campbell previously held an interest in two additional licenses: (1) a license previously held by Ryan Family
Amusements, Inc. for the business located at 441 Main Street, Hyannis, MA, which was surrendered when the business closed in September, 2019; and
(2) the license previously held by Ryan Family Amusements, Inc. for the business located at 23 Town Hall Square, Falmouth, MA, which was
surrendered when the business closed in October, 2020.
A true copy attest,
__________________________
Corporate Officer /LLC Manager Signature
For Corporations ONLY
A true copy attest,
__________________________
Corporation Clerk's Signature
ENTITY VOTE
The Board of Directors or LLC Managers of
duly voted to apply to the Licensing Authority of and the
Commonwealth of Massachusetts Alcoholic Beverages Control Commission on
“VOTED: To authorize
to sign the application submitted and to execute on the Entity's behalf, any necessary papers and
do all things required to have the application granted.”
City/Town
Name of Person
Date of Meeting
Entity Name
For the following transactions (Check all that apply):
Issuance/Transfer of Stock/New Stockholder
Management/Operating Agreement
Change of Officers/Directors/LLC Manager
Other
Change of Ownership Interest (LLC Members, LLP Partners, Trustees)
(Print Name)
__________________________
(Print Name)
__________________________
Ryan Family Amusements, LLC
May 27, 2025
Barnstable
William Campbell
The Commonwealth of Massachusetts
Alcoholic Beverages Control Commission
95 Fourth Street, Suite 3, Chelsea, MA 02150
www.mass.gov/abcc
RETAIL ALCOHOLIC BEVERAGES LICENSE APPLICATION
MONETARY TRANSMITTAL FORM
APPLICATION SHOULD BE COMPLETED ON-LINE, PRINTED, SIGNED, AND SUBMITTED TO THE LOCAL
LICENSING AUTHORITY.
EPAY CONFIRMATION NUMBER
A.B.C.C. LICENSE NUMBER (IF AN EXISTING LICENSEE, CAN BE OBTAINED FROM THE CITY)
ENTITY/ LICENSEE NAME
ADDRESS
CITY/TOWN STATE ZIP CODE
For the following transactions (Check all that apply):
ALCOHOLIC BEVERAGES CONTROL COMMISSION
95 Fourth Street, Suite 3
Chelsea, MA 02150-2358
Change of Class (i.e. Annual / Seasonal)New License
Transfer of License
Issuance/Transfer of Stock/New Stockholder
Alteration of Licensed Premises
Management/Operating Agreement Change of Manager Change Corporate Name
Change of License Type (i.e. club / restaurant)
Change of DBA
Pledge of Collateral (i.e. License/Stock)
Change of Officers/
Directors/LLC Managers
Change of Category (i.e. All Alcohol/Wine, Malt)
Change Corporate Structure (i.e. Corp / LLC)
Change of Hours
Other
Change of Location
Change of Ownership Interest
(LLC Members/ LLP Partners,
Trustees)
ECRT CODE: RETA
Please make $200.00 payment here: https://www.mass.gov/epay-for-online-payments-abcc
PAYMENT MUST DENOTE THE NAME OF THE LICENSEE CORPORATION, LLC, PARTNERSHIP, OR INDIVIDUAL
06876-RS-0070
d95b08ed-ddcb-482d-aaca-1c
769 Iyannough Road
MABarnstable 02601
Ryan Family Amusements, LLC
Total Convenience Fee:$5.18
Date Paid:9/3/2025 11:56:17 AM EDT Total Amount Paid:$205.18
Payment On Behalflf Of
License Number or Business Name:
06876-RS-0070
Fee Type:
FILING FEES-RETAIL
Billing Informatioion
First Name:
Jeff
Last Name:
Hernandez
Address:
1 Federal Street
City:
Cambridge
State:
MA
Zip Code:
02110
Email Address:
jhernandez@connkavanaugh.com
#$.’%(+ ")(&*’$,)(
YOUR PAYMENT HAS PROCESSED AND THIS IS YOUR RECEIPT
Your account has been billed for the following transaction. You will receive a receipt via email.
Transaction Processed Successfully.
INVOICE #:d95b08ed-ddcb-482d-aaca-1cd4a500f996
Description Applicant, License or Registration Number Amount
FILING FEES-RETAIL 06876-RS-0070 $200.00
$200.00
Your Information Payment Receipt
Corporate Interest Flow Chart
Ryan Family Amusements, LLC – Post-Closing Corporate Interest Flow Chart
LICENSEE
Ryan Family Amusements, LLC
(entity formerly known as Ryan Family Amusements, Inc.)
A member-managed Massachusetts LLC.
FEC Holdings, LLC is the sole member (owner) and manager.
FEC Holdings, LLC
A manager-managed Delaware LLC
Two-member Board of Managers: Joshua Bilmes and William Campbell, Jr.
OE FEC Investors, LLC owns 100% of the membership (equity) interest in FEC Holdings.
Two other entities comprised of current Ryan Family Amusements, Inc. stockholders will be
*/.,.’/* 624*(*.8* ).564.’76.215 2+34296+420 $#"%2/).1,5&53&462+ 6*4052+6-*5&/*: ’76
those two entities will have no equity ownership of FEC Holdings and no operational control
of the license.
OE FEC Investors, LLC
A manager-managed Delaware LLC.
Oceans Equity Management, LP is the sole manager, but holds no membership interest.
The members (owners) are investors.
o Global Endowment Management, LP (“GEM”) is the majority investor, holding a
72.67% interest in the company. GEM is a large institutional wealth fund that is
funded by its limited partners including insurance companies, universities,
endowment funds, and pension funds. GEM will have no control over the operation
of the business or the license.
o The remaining members are minority silent partners with interests not exceeding
10% and have no control over the operation of the business or the license.
Ocean’s Equity Management, LP
A Delaware Limited Partnership.
The managers are Joshua Bilmes and Scott Bartnick.
Oceans Equity Advisory, LLC is the General Partner; Five Tide LLC and Jade Earth LLC are
limited partners.
Addendum A and Supporting
Documents for
FEC Holdings, LLC
Name of Principal
Title and or Position
SSN DOB
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Residential Address
Director
NoYes
Name of Principal
Title and or Position
SSN DOB
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Residential Address
Director
NoYes
Name of Principal
Title and or Position
SSN DOB
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Residential Address
Director
NoYes
Name of Principal
Title and or Position
SSN DOB
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Residential Address
Director
NoYes
Name of Principal SSN DOBResidential Address
List all proposed individuals or entities that will have a direct or indirect, beneficial or financial interest in this license (E.g. Stockholders,
Officers, Directors, LLC Managers, LLP Partners, Trustees etc.).
Name of Principal
Title and or Position
SSN DOB
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Residential Address
Director
NoYes
Entity Name Percentage of Ownership in Entity being Licensed
(Write "NA" if this is the entity being licensed)
Title and or Position
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Director
NoYes
Has any individual identified above ever been convicted of a State, Federal or Military Crime?
If yes, attach an affidavit providing the details of any and all convictions.
CRIMINAL HISTORY
NoYes
Name of Principal
Title and or Position
SSN DOB
NoYes
Percentage of Ownership US Citizen MA Resident
NoYes
Residential Address
Director
NoYes
2. PROPOSED OFFICERS, STOCK OR OWNERSHIP INTEREST(Continued...)
JoshuaBlimes Miami, FL 33133
LLC Manager
1
0%
WilliamCampbell WestYarmouth, MA 02673
LLC Manager 0%
OE FEC Investors,LLC 108 Lakeland Ave, Dover, DE 19901 N/A N/A
100%
FEC Holdings, LLC
100%
Delaware
The First State
Page 1
10133694 8100 Authentication: 203202814
SR# 20251097667 Date: 03-18-25
You may verify this certificate online at corp.delaware.gov/authver.shtml
I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE
STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “FEC HOLDINGS,
LLC”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF MARCH,
A.D. 2025, AT 6:01 O`CLOCK P.M.
SR
CERTIFICATE OF FORMATION
OF
FEC HOLDINGS, LLC
The undersigned, an authorized natural person, for the purpose of forming a
limited liability company, under the provisions and subject to the requirements of the State of
Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof
and supplemental thereto, and known identified, and referred to as the "Delaware Limited
Liability Company Act"), hereby certifies that:
FIRST: The name of the limited liability company (hereinafter called the "limited
liability company") is
FEC HOLDINGS, LLC
SECOND: The address of the registered office and the name and the address of
the registered agent of the limited liability company required to be maintained by Section 18-104
of the Delaware Limited Liability Company Act are The Corporation Trust Company, 1209
Orange Street, Corporation Trust Center, Wilmington, Delaware 19801.
Executed on March 12, 2025
State of Delaware
Secretary of State
Division of Corporations
Delivered 06:01 PM 03/17/2025
FILED 06:01 PM 03/17/2025
20251097667- File Number 10133694
/s/Michael Roberts
Michael Roberts, Authorized Person
Addendum A and Supporting
Documents for
OE FEC Investors, LLC
ADDENDUM A
6.6.Change of Officers,Stock oror Ownership Interest (Continued...)
List all proposed individuals oror entities that will have a direct oror indirect,beneficial oror financial interest inin this license (E.g.Stockholders,
Officers, Directors, LLC Managers, LLP Partners, Trustees etc.).
Entity Name Percentage ofof Ownership inin Entity being Licensed
(Write "NA"ifif this isis the entity being licensed)
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Mananager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
CRIMINAL HISTORY
Has any individual identified above ever been convicted of a State, Federal or Military Crime?
IfIf yes,attach anan affidavit providing the details ofof any and all convictions.
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo
OE FEC Investors, LLC
100
Oceans Equity Management, LP 108 Lakeland Ave,m Dover, DE 19901
LLC Manager 0%0%
Global Endowment Management, LP See BIDE Request
Member 72%
Joshua Bilmes , Miami, FL 33133
Member 4.9%
Scott Bartnick Miami, FL 33133
Member 4.9%
Ryan Kaplan See BIDE Request
Member 4.9%
Jared Kaplan See BIDE Request
Member 4.9%
George Smith See BIDE Request
Member 3.3%
ADDENDUM A
6.6.Change of Officers,Stock oror Ownership Interest (Continued...)
List all proposed individuals oror entities that will have a direct oror indirect,beneficial oror financial interest inin this license (E.g.Stockholders,
Officers, Directors, LLC Managers, LLP Partners, Trustees etc.).
Entity Name Percentage ofof Ownership inin Entity being Licensed
(Write "NA"ifif this isis the entity being licensed)
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Mananager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
CRIMINAL HISTORY
Has any individual identified above ever been convicted of a State, Federal or Military Crime?
IfIf yes,attach anan affidavit providing the details ofof any and all convictions.
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo
OE FEC Investors, LLC
100
John Leonetti See BIDE Request
Member 1.3%
Danny Koch See BIDE Request
Member 0.7%
Eric Bilmes See BIDE Request
Member
Jonathan Cohn See BIDE Request
Member 0.7%
J2 Advisory Group, LLC See BIE Request
Member 0.5%
Unger and Forstater Family Living Trust See BIDE Request
Member 0.3%
Alex Villanueva See BIDE Request
Member 0.3%
ADDENDUM A
6.6.Change of Officers,Stock oror Ownership Interest (Continued...)
List all proposed individuals oror entities that will have a direct oror indirect,beneficial oror financial interest inin this license (E.g.Stockholders,
Officers, Directors, LLC Managers, LLP Partners, Trustees etc.).
Entity Name Percentage ofof Ownership inin Entity being Licensed
(Write "NA"ifif this isis the entity being licensed)
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Mananager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
CRIMINAL HISTORY
Has any individual identified above ever been convicted of a State, Federal or Military Crime?
IfIf yes,attach anan affidavit providing the details ofof any and all convictions.
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo
OE FEC Investors, LLC
100
Anthony Bartnick See BIDE Request
Member 0.1%
Sloane Meshekow See BIDE Request
Member 0.1%
Phillis Bochman See BIDE Request
Member 0.1%
Adam Keslonsky See BIDE Request
Member 0.1%
Delaware
The First State
Page 1
10132701 8100 Authentication: 203191935
SR# 20251085183 Date: 03-17-25
You may verify this certificate online at corp.delaware.gov/authver.shtml
I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE
STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “OE FEC
INVESTORS, LLC”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF
MARCH, A.D. 2025, AT 11:37 O`CLOCK A.M.
Docusign Envelope ID: CDECE701-A694-490D-9896-71E1BB499737
CERTIFICATE OF FORMATION
OF
OE FEC INVESTORS, LLC
State of Delaware
Secretary of State
Division of Corporations
Delivered 11:37 AM 03/17/2025
FILED 11:37 AM 03/17/2025
SR 20251085183 - File Number 10132701
The undersigned, an authorized natural person, represents that the undersigned desires to
form a limited liability company pursuant to the Delaware Limited Liability Company Act, Del.
Code Ann. Title 6, Chapter 18 (the "Act") and that the undersigned has executed this Certificate
in compliance with the requirements of the Act. The undersigned further states that:
1. The name of the limited liability company is OE FEC Investors, LLC
(the "Company").
2. The address of the registered office of the Company in the State of Delaware and
the name and address of the registered agent of the Company required to be maintained by
Section 18-104 of the Act at such address are as follows:
Capitol Services, Inc.
108 Lakeland Ave
Kent County
Dover, Delaware 19901
IN WITNESS WHEREOF, the undersigned, being an authorized person within the
meaning of Section 18-201(a) of the Act, has executed this Certificate of Formation this 14th day
of March 2025.
-Signed by:
Josh Bilme-4CE946ECECE94E8
Josh Bilmes, Authorized Person
80466280:1
Addendum A and Supporting
Documents for
Ocean’s Equity Management, LP
ADDENDUM A
6.6.Change of Officers,Stock oror Ownership Interest (Continued...)
List all proposed individuals oror entities that will have a direct oror indirect,beneficial oror financial interest inin this license (E.g.Stockholders,
Officers, Directors, LLC Managers, LLP Partners, Trustees etc.).
Entity Name Percentage ofof Ownership inin Entity being Licensed
(Write "NA"ifif this isis the entity being licensed)
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Mananager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
Name ofof Principal Residential Address SSN DOB
Title and oror Position Percentage ofof Ownership Director/LLC Manager USUS Citizen MAMA Resident
CRIMINAL HISTORY
Has any individual identified above ever been convicted of a State, Federal or Military Crime?
IfIf yes,attach anan affidavit providing the details ofof any and all convictions.
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo Yes NoNo Yes NoNo
Yes NoNo
Oceans Equity Management, LP
100
Joshua Bilmes Miami, FL 33133
Manager 0
Scott Bartnick , Miami, FL 33133 7
Manager 0
Oceans Equity Advisory, LLC Miami, FL 33133
Partner 1
Five Tide LLC , Miami, FL 33133
Partner 49.5%
Jade Earth, LLC Miami, FL 33133
Partner 49.5%