Exhibit 3.10
CERTIFICATE OF FORMATION
OF
RT ORLANDO FRANCHISE, 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, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certified that:
| FIRST: | The name of the limited liability company is R T Orlando Franchise. LLC (hereinafter referred to as the “Limited Liability Company”). |
| SECOND: | The address of the registered office and the name and address o~ the registered agent of the Limited Liability Company required to be . maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company. 1013 Centre Road, Wilmington, Delaware 19805. |
Executed as of the 6th day of May 1997.
| /s/ Thomas R. McNeill |
| Thomas R. McNeill, Authorized Person |
CERTIFICATE OF CONVERSION
FROM A LIMITED LIABILITY COMPANY TO A
LIMITED PARTNERSHIP PURSUANT TO
SECTION
17-217 OF THE LIMITED PARTNERSHIP LAW
| 1. | The jurisdiction where the Limited Liability Company first formed is Delaware. |
| 2. | The jurisdiction immediately prior to filing this Certificate is Delaware. |
| 3. | The date the Limited Liability Company first formed was May 8, 1997. |
| 4. | The name of the Limited Liability Company immediately prior to filing this Certificate is RT Orlando Franchise; LLC. |
| 5. | The name of the Limited Partnership as set forth in the Certificate of Limited Partnership is RT Orlando Franchise, L.P. |
Dated as of this 16th day of June, 1997.
| /s/ Thomas R. McNeill |
| Thomas R. McNeill, Authorized Person |
STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP
THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act) 6 Delaware Code. Chapter 17. do hereby certify as follows:
| FIRST: | The name of the limited partnership is RT Orlando Franchise, L.P. |
| SECOND: | The name and address of the Registered Agent is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. |
| THIRD: | The name and mailing address of the general partner is as follows: |
R. Manning, Inc.
8042 Monier Way
Orlando, Florida 32835
IN WITNESS WHEREOF. the undersigned has executed this Certificate of Limited Partnership of RT Orlando Franchise, L.P. as of this 16th day of June, 1997.
| GENERAL PARTNER: | ||
| R. MANNING, INC. | ||
| By: | /s/ Ray Manning | |
| Ray Manning, its sole director | ||
CERTIFICATE OF CANCELLATION
OF
RT ORLANDO FRANCHISE, LLC
| 1. | The name of the limited liability company is RT Orlando Franchise, LLC. |
| 2. | The Certificate of Formation of the limited liability company was filed on May 8. 1997. |
| 3. | The reason for the filing of the Certificate of Cancellation is that RT Orlando Franchise, LLC was converted to a limited partnership pursuant to the filing of a Certificate of Conversion and a Certificate of Limited Partnership with the Delaware Secretary of Slate on June 19.1997. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Cancellation of RT Orlando Franchise, LLC as of this 19th day of June, 1997.
| /s/ Thomas R. McNeill |
| Thomas R. McNeill, Authorized Person |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
RT ORLANDO FRANCHISE. L.P.
The undersigned, desiring to amend the Certificate of Limited Partnership of RT Orlando Franchise, L.P . pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Limited Partnership is RT Orlando Franchise, L.P.
SECOND: Article Second of the Certificate of Limited Partnership shall be amended as follows:
To change the registered agent in Delaware upon whom process may be served to The Corporation Trust Company, Corporation Trust Center. 1209 Orange Street, Wilmington. Delaware 19801.
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 31st day of December, 1998.
| R. MANNING, INC. | ||
| By: | /s/ Ray Manning | |
| Ray Manning, President | ||
| Name of General Partner | ||
STATE OF DELAWARE
AMENDMENT TO THE CERTIFICATE
OF
LIMITED PARTNERSHIP
The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
| FIRST: | The name of the limited partnership is RT Orlando Franchise, L.P. |
| SECOND: | Article 3 of the Certificate of Limited Partnership shall be amended as follows: |
The name and mailing address of the General Partner is as follows:
RT Orlando, Inc., 150 West Church Avenue, Maryville, TN 37801
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 27th day of April, 2009.
| RT ORLANDO, INC. | ||
| By: | /s/ Scarlett May | |
| Name: | Scarlett May, Vice President | |
| Print or Type | ||