Fill and Sign the Lara Corporations Securities Ampamp Commercial Licensing Form

CSCL/CD-500 (Rev. 08/18)MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU Date Received (FOR BUREAU USE ONLY) This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. EFFECTIVE DATE: Name Address City State ZIP Code Document will be returned to the name and address you enter above.If left blank, document will be returned to the registered office. ARTICLES OF INCORPORATIOk For use by Domestic Profit Corporations (Please read information and instructions on reverse side) Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned executes the following Articles: The name of the corporation is: 2. The street address of the location of the registered office is: 3. The mailing address of the registered office if different than above: , Michigan (Street Address) (City)(Zip Code) , Michigan (P.O. Box or Street Address) (City)(Zip Code) ARTICLE I ARTICLE IV ARTICLE IIThe purpose or purposes for which the corporation is formed is to engage in any ac tivity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan. ARTICLE III 1. The name of the resident agent at the registered office is: The total authorized shares: 1. Common Shares Preferred Shares 2. A statement of all or any of the relative rights, prefer ences and limitations of the shares of each class is as follows: AC1 D ARTICLE V The name(s) and address(es) of the incorporator(s) is (are) as follows: NameResidence or Business Address ARTICLE VI (Optional, Delete if not applicable)When a c ompromise or arrangement or plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or s hareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the propos ed c ompromis e or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the pr oposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganiz ation of this corporation as a consequence of the c ompromise or arrangement, the c ompromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the c reditors or class of creditors, or on all the shareholders or class of shareholders and als o on this corporation. ARTICLE VII (Optional, Delete if not applicable) Any action required or permitted under the Act to be tak en at an annual or special meeting of shareholders may be taken without a meeting, without prior notic e, and without a vote, if consents in writing, s etting forth the action so taken, are signed by the holders of outstanding shares that have at leas t the minimum number of votes that would be neces sary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. A written consent shall bear the date of signature of the shareholder that signs the consent. Written consents are not effective to tak e corporate action unless within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to tak e the ac tion are delivered to the corporation. Delivery shall be to the corporation's regis tered office, its princ ipal place of business, or an officer or agent of the corporation that has custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders that would have been entitled to notic e of the shareholder meeting if the action had been taken at a meeting and that hav e not consented to the action in writing. An electronic transmis sion consenting to an action must c omply with Section 407(3). Use space below for additional Articles or for continuation of prev ious Articles. Please identify any Artic le being continued or added. Attach additional pages if needed. I, (We), the incorporator(s) sign my (our) name(s) this day of , CSCL/CD-500 (Rev. 08/18) Preparer's Name Business T elephone Number ( ) Submit with check or money order by mail: Michigan Department of Licensing and Regulatory Affairs Corporations, Securiti es & Commercial Licensing Bureau Corporation s Division P.O. Box 30054 Lansing, MI 48909 To s ubm it in per son: 2501 Woodlake Circle Okemos, MI Telephone: (517) 241-6470 Fees may be paid by check, money order, V ISA, Maste rcard, or Disc over when delivered in person to our office. COFS (Corporations Online Filing System): This document may be complete d and submitted online at www.michigan.gov/corpfileonline. Fees may be paid by VISA, MasterCard, or Discover. INFORMATION AND INSTRUCTIONS Name of person or organization remitting fees. LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals wi th disabilities. 1. This form may be used to draft your Articles of Incorporation. A document required or permitted to be filed under the Act c annot be filed unless it contains the minimum information required by the Act. The format provided contains only the minimal information required to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice. 2. Submit one original of this document. Upon filing, the document will be added to the rec ords of the Corporations, Securities & Commercial Licensing Bureau. The original will be returned to your registered office address unless you enter a different address in the box on the front of this doc ument. Since this doc ument will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 3. This document is to be used pursuant to the provis ions of Ac t 284, P.A. of 1972, by one or more persons for the purpos e of forming a domestic profit c orporation. 4. Article I - The corporate name of a domestic profit corporation is required to contain the word Corporation, Company, Incorporated, Limited or one of the following abbreviations: Corp., Co., Inc., or Ltd., with or without periods . 5. Article II - State, in general terms, the character of the particular business to be carried on. Under Section 202(b) of the Act, it is suffic ient to state substantially, alone or with s pecifically enumerated purposes, that the corporation may engage in any activity within the purposes for which corporations may be formed under the Act. The Act requires, however, that educational corporations state their specific purposes. 6. Article III - Indicate the total number of shares which the corporation has authority to issue. If there is more than one class or series of shares, state the relative rights, preferences and limitations of the shares of each class in Article III(2). 7. Article IV - A post office box may not be designated as the address of the registered office. If the address includes a suite number, add the name of the business at the suite number to ensure proper mail delivery. 8. Article V - The Act requires one or more incorporators. Educational corporations are required to have at least three (3) incorporators. The address(es) s hould include a street number and name (or other designation), city and state. 9. The duration of the corporation s hould be stated in the Articles only if not perpetual. 10. This document is effective on the date endors ed "filed" by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional Article. 11. The Artic les must be signed by each incorporator. The names of the incorporators as set out in Article V should correspond with the signatures . 12. FEES: Make remittance payable to the State of Michigan. Include corporation name on check or money order. ORGANIZATION FEE: BASED ON AUTHORIZED SHARES (Insert fee) PLUS NONREFUNDABLE FEE: TOTAL MINIMUM FEE: $ +$ 10.00 $ Authorized Shares 1-60,000 60,001-1,000,000 1,000,001-5,000,000 5,000,001-10,000,000 More than 10,000,000 Fee $50.00 $100.00 $300.00 $500.00 $500.00 for first 10,000,000 plus $1000.00 for each additional 10,000,000, or portion thereof Documents t hat are endorsed filed are available at www.michigan.gov/corpentitysearch. If the submitted document is not fileable, the notice of refusal to file a nd document will be available a t the Rejected F ilings Search website at www.michigan.gov/corprejectedsearch. Optional expedited service. Expedited review and filing, if fileable, is available for all documents for profit corporations, limited liability companies, limited partnerships and nonprofit corporations. The nonrefundable expedited service fee is in addition to the regular fees applicable to the specific document. Please complete a separate CSCL/CD-272 form for expedited service for each document submitted in person or by m ail. 24-hour service - $50 for formation documents and applications for certificate of authority. 24-hour service - $100 for any documen t concerning an existing entity. Same day service Same day - $100 for formation documents and applications for certificate of authority. Same day - $200 for any document concerning an existing entity. Rev iew c ompleted on day of rec eipt. Document and request for same day expedited s ervic e mus t be received by 1 p.m. E ST OR EDT. Two hour - $500 Rev iew c ompleted within two hour s on day of receipt. Document and reques t for two hour ex pedited service must be r eceived by 3 p.m. EST OR EDT. One hour - $1000 Review completed within one hour on day of receipt. Docum ent and request for 1 hour ex pedited service must be r eceived by 4 p.m. EST OR EDT.Documents submitted by mail are delivered to a remote location for receipts processing and are then forwarded to the Corporations Div ision for review. Day of receipt for mailed expedited s ervice reques ts is the day the Corporations Division receives the r equest.Rev. 08/18 • • • •