Legal Certificate of Revival

LEGAL CERTIFICATE OF REVIVAL

This Certificate of Revival is executed by Entity Name: (the "Entity") and Authorized Representative Name: for the purpose of restoring the corporate or limited liability existence of the Entity under the laws of Jurisdiction of Formation: . Entity Identification Number: .

RECITALS

WHEREAS, the Entity was originally formed on Formation Date: under the laws of the jurisdiction identified above;

WHEREAS, the Entity's existence was administratively or voluntarily terminated on Date of Dissolution: , and the Entity seeks to revive and reinstate its existence to the same status as existed immediately prior to such termination;

WHEREAS, the Entity affirms that it has complied with all conditions required by the governing statutes for revival, including payment of required filings, fees, penalties and the satisfaction of outstanding tax or administrative obligations as set forth in this Certificate.

NOW, THEREFORE

In consideration of the foregoing recitals and the mutual covenants contained herein, the Entity hereby certifies and declares as follows.

1. ENTITY INFORMATION

1.1 Name of Entity:

1.2 Entity Type (check applicable): Corporation Limited Liability Company Limited Partnership Other

1.3 Principal Office Address:

2. DISSOLUTION AND GROUNDS FOR REVIVAL

2.1 The Entity states that the cause of termination was as follows (select applicable):

2.2 The Entity affirms that all conditions precedent to revival under applicable statute have been satisfied as of Revival Effective Date: , subject to the statements and warranties herein.

3. COMPLIANCE AND PAYMENTS

3.1 The Entity represents and warrants that all required fees, penalties, franchise taxes, and filing fees due to the jurisdiction of formation have been paid in full, and that any required tax returns or reports have been filed to the extent necessary for revival.

3.2 The Entity further represents that it has taken commercially reasonable steps to notify known creditors and claimants, and that no material creditor has objected to the revival other than as disclosed below:

4. CERTIFICATE OF REVIVAL

4.1 Upon filing this Certificate and acceptance by the appropriate filing office, the Entity's existence shall be reinstated to the same status as existed immediately prior to termination, subject to the operative statutes governing such revival.

4.2 The Entity acknowledges that revival shall not prejudice the rights of persons who, prior to revival, relied upon the termination, except as otherwise provided by controlling law. The Entity agrees to assume liabilities and obligations as required by applicable law upon revival.

5. REPRESENTATIONS, WARRANTIES AND AUTHORITY

5.1 The individual executing this Certificate on behalf of the Entity represents and warrants that he or she is duly authorized by the Entity to execute and deliver this Certificate and to take all necessary action to effect the revival.

5.2 The Entity further represents that the information contained in this Certificate is true, correct and complete to the best of its knowledge and belief.

6. NOTICES

6.1 All notices required or permitted under this Certificate shall be in writing and delivered to the following addresses by hand, certified mail, or courier:

7. AMENDMENTS, WAIVER, COUNTERPARTS

7.1 This Certificate may be amended only by written instrument executed by the parties holding authority to act on behalf of the Entity and, where required, by any person whose consent is required by statute.

7.2 No failure or delay by any party in exercising any right under this Certificate shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or future exercise.

7.3 This Certificate may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.

8. GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction of formation identified above without regard to conflict of laws principles.

9. ENTIRE AGREEMENT

This Certificate constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether oral or written.

10. SEVERABILITY

If any provision of this Certificate is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

11. ADDITIONAL INFORMATION

Registered Agent Name:

Registered Agent Address:

Additional Remarks or Disclosures:

CERTIFICATION

The undersigned certifies under penalty of perjury that the foregoing statements are true and correct, that the signatory is duly authorized to execute this Certificate on behalf of the Entity, and that the Entity has complied with applicable statutory prerequisites for revival.

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