Guide For Articles Of Domestication (Stock Corp Under Another Jurisdiction) {SCC722.5-FN}

COMMONWEALTH OF VIRGINIA SCC722.5 STATE CORPORATION COMMISSION (07/02) GUIDE FOR ARTICLES OF INCORPORATION SURRENDER (Virginia corporation to be domesticated under the laws of another jurisdiction) ARTICLES OF INCORPORATION SURRENDER OF (Name of corporation) The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article 12.1 of the Code of Virginia, herebyexecutes the following articles of incorporation surrender and sets forth: ONE The name of the corporation is _____________________________. TWO The corporations new jurisdiction of incorporation is ______________________. THREE Set forth the plan of domestication. See 13.1-722.2 of the C ode of Virginia for the statutory provisions related to theplan. FOUR These articles of incorporation surrender are being filed in connection with the domestication of the corporation as aforeign corporation to be incorporated under the laws of another jurisdiction and the corporation is surrendering its charterunder the laws of this Commonwealth. FIVE State how the plan of domestication was adopted by the shareholders of the corporat ion using (1) or (2), below, whicheveris applicable. (1) The plan of domestication was adopted by the unanimous consent of the shareholders. OR (2) The plan of domestication was submitted to the shareholders by the board of directors in accordance with the provisions of Chapter 9 of Title 13.1 of the Code of Virginia, and: (a) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan of domestication were: Designation No. of Outstanding Shares No. of Votes _______________ _______________ ____________ _______________ _______________ ____________ (b) The total number of: (i) Votes cast for and against the plan by each voting group entitled to vote separately on the plan was: Voting Group Total No. of Votes Total No. of Votes Cast FOR the Plan Cast AGAINST the Plan ____________ _____________ ____________ ____________ _____________ ____________ OR (ii) Undisputed votes cast for the plan separately by each voting group was: Voting Group Total No. of Undisputed Votes Cast FOR the Plan ____________ ____________ ____________ ____________ (c) And the number cast for the plan by each voting group was sufficient for approval by that voting group. Continued on the reverse <<<<<<<<<********>>>>>>>>>>>>> 2 SIX The corporation hereby revokes the authori ty of its registered agent to accept service on its behalf and appoints the clerkof the Commission as its agent for servic e of process in any proceeding based on a cause of action arising during the timeit was incorporated in this Commonwealth. SEVEN The corporations mailing address to which the clerk may mail a copy of any process served on him as the corporationsagent is __________________________. EIGHT The corporation hereby commits itself to notify the clerk of the Commission in the future of any change in the mailingaddress of the corporation. The undersigned declares that the facts here in stated are true as of (date) . (name of corporation) By: (signature) (printed name and corporate title) Instructions The articles must be in the English language, typewritten or printed in black, legible and reproducible. The documentmust be presented on uniformly white, opaque paper, free of visible watermarks and background logos.Guideform SCC722.5 has been produced by the Commission as a guide to help you prepare the corporations articles ofincorporation surrender. Please note, however, that this guideform with the blanks filled in will not be accepted. You mustseparately type the articles, using this form as a guide, inserting appropriate information and omitting inapplicable text(such as the italicized portions). You can download this form from our Web site at www.state.va.us/scc/division/clk/index.htm .The articles of incorporation surrender must be executed in the name of the corporation by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.It is a Class 1 misdemeanor for any person to sign a document he knows is false in any material respect withintent that the document be delivered to the Commission for filing. The Commission cannot file or issue any certificate with r espect to an entity until all fees, fines, penalties andinterest assessed, imposed, charged or to be collected by the Commission under Title 12.1 or 13.1 of the Code ofVirginia have been paid by or on behalf of such entity. Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia st23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1 Floor, Richmond, Virginia 23219), along with acheck for the filing fee in the amount of $25.00, payable to the State Corporation Commission. PLEASE DO NOT SENDCASH . If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551. Notes The corporation shall automatically cease to be a Virginia corporation when the certificate of incorporation surrenderbecomes effective. See 13.1-722.5 of the Code of Virginia. If the former domestic corporation intends to continue to transact business in the Commonwealth, then, within thirty daysafter the effective date of the certificate of incorporation surrender, it must deliver to the Commission an application for acertificate of authority to transact busi ness in the Commonwealth pursuant to 13.1-759 of the Code of Virginia togetherwith a copy of its instrument of domestication and articles of incorporation and all amendments thereto, duly authenticatedby the Secretary of State or other official having custody of co rporate records in the state or country under whose laws it isincorporated or domesticated. See 13.1-722.5 of the Code of Virginia.