Business Plan of Domestication

BUSINESS PLAN OF DOMESTICATION

Effective Date:

PARTIES AND ENTITY INFORMATION

Entity Type: Limited Liability Company Corporation Partnership Other

RECITALS

WHEREAS, the Domesticating Company, named above, was duly organized and validly existing under the laws of ; and

WHEREAS, the Domesticating Company has determined that it is advisable and in its best interests to effect a domestication into , pursuant to applicable statutes and the Company's organizational documents; and

WHEREAS, the Company seeks to adopt a plan of domestication setting forth the terms, approvals, filings, transfers of assets and liabilities, governance changes and related arrangements necessary to effect the domestication in accordance with law.

SCOPE OF WORK

The Service Provider will prepare and execute the plan of domestication, secure required internal approvals, complete filings with the appropriate authorities, coordinate transfers of assets and liabilities, update organizational documents, and take all commercially reasonable actions necessary to effect the domestication as described below.

ASSETS, LIABILITIES, AND EMPLOYEES

Assets to be transferred or re-titled pursuant to the domestication include:

Employee continuity and transfer arrangements (if any):

APPROVALS, FILINGS, AND TAX MATTERS

Required corporate approvals obtained:

Anticipated filing deadlines:

PAYMENT TERMS

Total Fee: $

Late Payment Charge: applied to overdue balances.

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Plan of Domestication upon prior written notice to the other party. Termination will not relieve either party of obligations accrued prior to the effective termination date, including payment obligations and confidentiality obligations.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Plan it will receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and other information identified as confidential at disclosure or that a reasonable person would understand to be confidential. Each party shall: (a) use Confidential Information solely to perform obligations under this Plan; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, affiliates, legal counsel or accountants with a need to know and who are bound by confidentiality obligations no less protective than those herein. Exceptions: information that is lawfully known prior to disclosure, becomes public through no fault of recipient, or is required to be disclosed by law, provided the disclosing party is given prompt notice and cooperates in any protective measures.

GOVERNING LAW; DISPUTE RESOLUTION

This Plan of Domestication shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising under this Plan through negotiation; if negotiation fails, disputes will be resolved by the competent courts of the governing jurisdiction.

REPRESENTATIONS AND WARRANTIES

The Domesticating Company represents and warrants that it has full power and authority to enter into this Plan, that this Plan has been duly authorized by all necessary corporate or other action, and that, to the best of its knowledge, the domestication as contemplated will not violate law or any agreement binding on the Company. The Service Provider represents and warrants that it will perform services in a professional and workmanlike manner consistent with applicable standards.

ENTIRE AGREEMENT; AMENDMENT

This Plan of Domestication, including any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Plan may be amended only by a written instrument signed by both parties.

MISCELLANEOUS PROVISIONS

Notices shall be in writing and delivered to the addresses provided by the parties. If any provision of this Plan is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality and that equitable relief may be sought.

ACKNOWLEDGMENTS

The undersigned certify that they are authorized to execute this Plan of Domestication on behalf of the respective parties and that all corporate or other required approvals have been obtained prior to execution.

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