Legal Articles of Revival

LEGAL ARTICLES OF REVIVAL

Reviving Entity Name:   Entity Type: Corporation Limited Liability Company Partnership Other

Jurisdiction of Formation:   Original Date of Dissolution:   Proposed Revival Effective Date:

RECITALS

WHEREAS, the Reviving Entity named above was originally formed under the laws of and was administratively dissolved or voluntarily dissolved on ; and

WHEREAS, the Reviving Entity desires to revive and restore its status and rights under the laws of the jurisdiction identified above and to continue or resume carrying on its business subject to the conditions and limitations set forth in these Articles of Revival; and

WHEREAS, the undersigned submits these Articles of Revival to the appropriate filing authority and certifies the matters set forth herein are true and correct to the best of the undersigned's knowledge and belief.

NOW THEREFORE, the Reviving Entity hereby adopts the following Articles of Revival:

1. NAME AND FORM

The name of the entity to be revived is . The legal form of the entity at formation is the form indicated above under Entity Type and remains as originally organized unless amended herein.

2. REVIVAL EFFECT OF RESTORATION

Upon acceptance of these Articles of Revival by the filing authority, the Reviving Entity shall be revived and restored to the status of an active entity as if the dissolution had not occurred, except as otherwise provided by law. Revival reinstates the existence of the Reviving Entity retroactive to the date of dissolution only to the extent permitted by governing law, and shall reinstate all rights, privileges and franchises the entity possessed prior to dissolution, subject to any statutory limitations.

3. EFFECT ON CLAIMS, LIABILITIES AND ACTIONS

Revival shall not impair any rights of a creditor, claimant, or lienholder that arose prior to the effective date of dissolution. The Reviving Entity acknowledges and agrees that any obligations, liabilities, or proceedings against the entity existing as of the date of dissolution shall survive and remain enforceable against the revived entity. The reviving entity expressly ratifies and confirms any actions taken or obligations incurred on its behalf that are necessary to effect the revival.

4. TAX AND FEE COMPLIANCE

The Reviving Entity represents that, to the extent required by applicable law, all filings, taxes, fees and penalties required to be paid or filed preceding the date of revival have been paid or satisfied, or arrangements acceptable to the appropriate governmental authorities have been made. Tax Clearance Obtained: Yes No

5. AUTHORITY TO EXECUTE

The person executing these Articles of Revival on behalf of the Reviving Entity warrants that they are duly authorized by all necessary corporate, partnership, or member action to execute and deliver these Articles and to bind the Reviving Entity to the terms herein. Name of Authorized Signatory:

6. EFFECT ON RECORDS

Upon revival, the Articles of Organization/Articles of Incorporation and any amendments thereto shall continue in full force and effect except as modified by subsequent filings or by the terms of these Articles of Revival. The Reviving Entity shall update its records as required by law.

7. NOTICES

All notices required or permitted under these Articles shall be in writing and delivered to the addresses set forth below or to such other addresses as the parties may designate in writing.

8. AMENDMENTS; WAIVER

These Articles of Revival may be amended or waived only by a written instrument executed by the Reviving Entity in accordance with the entity's governing documents and by filing any required documents with the appropriate governmental authority. No waiver of any provision of these Articles shall be effective unless in writing and signed by an authorized signatory.

9. GOVERNING LAW

These Articles of Revival shall be governed by and construed in accordance with the laws of the jurisdiction of formation identified above and applicable federal law, without regard to principles of conflicts of laws.

10. ENTIRE AGREEMENT

These Articles of Revival constitute the entire agreement and understanding among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings relating to revival of the Reviving Entity.

11. SEVERABILITY

If any provision of these Articles is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

12. CERTIFICATION

The undersigned hereby certifies under penalty of law that the statements contained in these Articles of Revival are true and correct and that the undersigned is authorized to execute this instrument on behalf of the Reviving Entity.

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