Exhibit 21 — Certificate of Merger, North 112 LLC into 11DBE Holdings LLC — OTO Analytics v. Benworth

Record facts

U.S. District Court for the District of Puerto Rico · No. 3:23-cv-01034-GMM · Doc. 74-22 · 2023-07-13 · Docket on CourtListener

Full text

EXHIBIT 21 
 
 
 
Case 3:23-cv-01034-GMM     Document 74-22     Filed 07/13/23     Page 1 of 3

1 
CERTIFICATE OF MERGER 
 
OF 
 
NORTH 112, LLC 
(a Delaware limited liability company) 
 
WITH AND INTO 
 
11DBE HOLDINGS LLC 
(a Puerto Rico limited liability company) 
 
Pursuant to Section 252 of the Delaware General Corporation Law and 
Article 10.02 of the Puerto Rico General Corporations Law 
 
 
11DBE Holdings LLC, a limited liability company formed under the laws of the 
Commonwealth of Puerto Rico, desiring to merge with North 112, LLC, a limited liability 
company formed under the laws of the State of Delaware, with and into itself, pursuant to the 
provisions of Section 10.02 of the General Corporation Law of the Commonwealth of Puerto Rico, 
and Section 252 of the General Corporation Law of the State of Delaware, hereby certifies as 
follows: 
 
 
FIRST:  The names and states of incorporation of each constituent legal entity are as stated 
above.  
 
 
SECOND: An Agreement and Plan of Merger dated as of January 1, 2022 (the 
“Agreement”), has been approved, adopted, certified, executed, and acknowledged by the 
undersigned merging entities in accordance with Section 10.02 of the General Corporation Law of 
the Commonwealth of Puerto Rico and Section 252 of the General Corporation Law of the State 
of Delaware. 
 
 
THIRD:  The name of the surviving corporation is 11DBE Holdings LLC. 
 
 
FOURTH:  The certificate of organization of 11DBE Holdings LLC shall be the certificate 
of organization of the surviving legal entity following the merger of North 112, LLC with and into 
11DBE Holdings LLC. 
 
 
FIFTH:  An executed copy of the Agreement is on file at the principal place of business 
of 11DBE Holdings LLC at 221 Plaza, 221 Ave. Ponce de León, Suite 1401, San Juan, PR 00917, 
and the surviving company will furnish a copy of the Agreement, on request and without cost, to 
any member of either constituent company. 
 
 
[SIGNATURE PAGE FOLLOWS] 
 
Case 3:23-cv-01034-GMM     Document 74-22     Filed 07/13/23     Page 2 of 3

2 
 
IN WITNESS WHEREOF, the undersigned merging entities have caused this Certificate 
of Merger to be executed in San Juan, Puerto Rico, by their respective managers, in San Juan, 
Puerto Rico, as of this 1st day of January, 2022. 
 
NORTH 112, LLC  
 
 
 
11DBE HOLDINGS LLC 
 
 
By:  _______________________________  
By:  ________________________________ 
Name:  Carlos Lamoutte 
 
 
 
Name:  Carlos Lamoutte 
Title:  Manager 
 
 
 
 
Title:  Manager 
 
Case 3:23-cv-01034-GMM     Document 74-22     Filed 07/13/23     Page 3 of 3

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