Foreign Corporation Registration Certificate

Foreign Corporation Registration Certificate

Certificate Number:   State/Jurisdiction of Registration:

This Foreign Corporation Registration Certificate (the "Certificate") certifies that the foreign business entity identified below has applied for and satisfied the conditions for registration to transact business under the laws of the registering jurisdiction.

Corporate Name:   Assumed/Alternate Name (if any):

Jurisdiction of Incorporation/Formation:   Date of Incorporation/Formation:

Recitals

WHEREAS, the foreign corporation named above (the "Corporation") has delivered to the registering authority a certified copy of its articles of incorporation, a certificate of existence or good standing from its jurisdiction of formation, and such other documents as required by statute; and

WHEREAS, the Corporation has appointed and maintains in the registering jurisdiction a registered agent with the address given below and has agreed to be bound by the laws, rules, and regulations governing foreign corporations authorized to transact business in this jurisdiction; and

WHEREAS, the registering authority has examined the submitted documentation and determined that the Corporation has satisfied the requirements for registration under the applicable statutes and regulations of the registering jurisdiction;

NOW, THEREFORE, in consideration of the foregoing recitals and the Corporation's compliance with the statutory requirements, the registering authority issues this Certificate subject to the terms and conditions set forth herein.

1. Corporate Identification

1.1 The Corporation's name for purposes of registration in this jurisdiction is the Corporate Name set forth above. The Corporation shall be known and shall transact business under that name or any assumed name that has been properly filed and recorded with the registering authority.

1.2 Principal Office Address of Corporation:

2. Purpose, Authority and Duration

2.1 Purpose. The Corporation is authorized to engage in any lawful activity for which foreign corporations may be registered under the laws of this jurisdiction, subject to any restrictions set forth in its governing instruments and the law.

2.2 Duration. The duration of the Corporation's registration in this jurisdiction shall be perpetual unless otherwise provided in the Corporation's articles of incorporation or as limited by statutory provisions.

3. Registered Agent and Office

3.1 Registered Agent. The Corporation designates the following registered agent for service of process and official correspondence in this jurisdiction:

4. Certificate of Existence and Good Standing

4.1 The Corporation represents that a Certificate of Existence or Good Standing issued by the jurisdiction of incorporation accompanies this application and is accurate and current as of:

4.2 The Corporation warrants that no final judgment or order is in effect that would prevent it from transacting business in this jurisdiction, and that all franchise taxes, fees, and filings required by the jurisdiction of incorporation and this jurisdiction have been satisfied or will be satisfied as required by law.

5. Filing and Effectiveness

5.1 Filing. This Certificate and accompanying documents shall be filed by the registering authority in the official records of the registering jurisdiction. The effective date of registration shall be the filing date entered below or such later effective date as specified by statute.

Filing Date:    Effective Date (if different):

6. Representations; Compliance

6.1 The Corporation represents and warrants that it is duly organized and validly existing under the laws of its jurisdiction of formation, that the persons executing this Certificate are authorized to bind the Corporation, and that, to the best of the Corporation's knowledge, the information furnished in connection with this registration is true, correct, and complete.

6.2 The Corporation agrees to comply with the laws, rules and regulations applicable to foreign corporations transacting business in this jurisdiction, including maintaining a registered agent and paying all applicable fees and taxes.

7. Notices

7.1 All official notices, demands, and communications required or permitted under this Certificate shall be in writing and shall be delivered to the Corporation at its principal office address or to the registered agent at the registered office address set forth above. The Corporation may change any notice address by filing a written notice with the registering authority.

8. Amendments; Waiver; Counterparts

8.1 Amendments. This Certificate may be amended by the Corporation upon submission of required documentation and payment of applicable fees, and any amendment shall become effective under the statutes governing foreign corporation registration.

8.2 Waiver. No waiver of any provision of this Certificate shall be effective unless in writing and signed by the party granting the waiver. No failure or delay in exercising any right shall operate as a waiver of that right.

8.3 Counterparts. This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9. Governing Law; Entire Agreement; Severability

9.1 Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the registering jurisdiction, without regard to conflict of law principles.

9.2 Entire Agreement. This Certificate, together with the Corporation's articles of incorporation and any documents filed in connection with registration, constitutes the entire agreement between the Corporation and the registering authority concerning the subject matter hereof.

9.3 Severability. If any provision of this Certificate is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

10. Miscellaneous Provisions

10.1 Fees and Taxes. The Corporation shall be liable for all fees and taxes imposed in connection with registration and ongoing qualification to do business in this jurisdiction and shall keep its status in good standing.

WARNING: Any person who knowingly submits false information in connection with a registration application may be subject to civil or criminal penalties under the laws of this jurisdiction.

Certification

The undersigned certifies under penalty of perjury that the facts contained in this Certificate are true and correct and that the undersigned is authorized to execute this Certificate on behalf of the Corporation.

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