Legal Domestication Agreement

LEGAL DOMESTICATION AGREEMENT

This Legal Domestication Agreement (the Agreement) is made and entered into as of Effective Date: by and between Transferor Entity Name: a business entity organized as Corporation LLC Partnership Other, formed under the laws of Jurisdiction of Formation: with principal place of business at (Transferor), and Surviving Entity Name: a business entity organized as Corporation LLC Partnership Other, formed under the laws of New Jurisdiction: with principal place of business at (Surviving Entity).

RECITALS

WHEREAS, Transferor is duly organized and validly existing under the laws of the jurisdiction identified above and is authorized to carry on its business; and

WHEREAS, Transferor desires to change its jurisdiction of formation by effecting a domestication (sometimes called conversion or continuation) and to continue as the Surviving Entity organized under the laws of the New Jurisdiction described above; and

WHEREAS, the boards, managers, members or partners, as applicable, of each party have authorized the domestication in the manner required by applicable law and the organizational documents of Transferor, and the parties desire to set forth the terms and conditions on which the domestication will be effected.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Effective Date" means the date and time when the domestication becomes effective under the laws of the New Jurisdiction, as indicated by the filing or acceptance of articles, certificates or other necessary instruments, which filing date shall be: .

"Organizational Documents" means the certificate or articles of formation or incorporation, bylaws or operating agreement, and all other governing documents of the relevant entity.

2. DOMESTICATION

2.1 Effect. Upon the Effective Date and subject to the satisfaction of the conditions set forth in Section 9, Transferor shall be domesticated into the New Jurisdiction and shall continue as the Surviving Entity. The domestication shall be effective without further action by the owners, members, partners or shareholders of the parties except as expressly required by applicable law or this Agreement.

2.2 Governing Instruments. Upon the Effective Date, the Organizational Documents of the Surviving Entity shall be in the form attached as Post-Domestication Organizational Documents:

3. EFFECTS OF DOMESTICATION

3.1 Continuity of Existence. The domestication shall not affect the continuity of the business, existence, or corporate identity of Transferor, and the Surviving Entity shall be the same entity for all purposes, retaining the rights, privileges, powers and franchises of Transferor.

3.2 Title to Property; Liabilities. All property, real, personal and mixed, and all debts, liabilities and duties of Transferor shall be vested in and assumed by the Surviving Entity without further act or deed. The Surviving Entity shall continue to be liable for all liabilities of Transferor, and no transfer, assignment, novation or substitution shall be required.

4. APPROVALS; AUTHORIZATIONS

4.1 Corporate Action. Each party represents that all corporate or organizational action required to authorize the execution, delivery and performance of this Agreement has been taken. Description of approvals obtained (board, member, partner or shareholder consents and meeting dates):

4.2 Filings. Each party shall cooperate and execute all documents reasonably necessary to obtain all filings and consents required to effect the domestication in the jurisdictions involved.

5. CAPITAL STRUCTURE; OWNERSHIP

5.1 Capital and Interests. The outstanding shares, membership interests or partnership interests of Transferor immediately prior to the Effective Date shall remain outstanding after domestication and shall be converted or reissued, if necessary, into the corresponding class or type of interest in the Surviving Entity in the same relative proportions, as follows:

5.2 Certificates and Ledgers. The Surviving Entity shall issue certificates or maintain ledger entries to reflect the ownership interests continuing after domestication and shall record such transfers or conversions as appropriate.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other as of the date hereof and as of the Effective Date that:

(a) It is duly organized, validly existing and in good standing under its jurisdiction of formation, has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, and the execution and delivery of this Agreement have been duly authorized.

(b) This Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally.

(c) To the best of its knowledge, the consummation of the domestication will not result in a breach or default under any agreement or instrument to which it is a party.

7. COVENANTS

7.1 Further Assurances. Each party shall execute and deliver such further instruments and shall take such other actions as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement and to effect the domestication in accordance with applicable law.

7.2 Preservation of Rights. The parties covenant that the domestication shall not reduce any substantive rights of any creditor or third party except as permitted by applicable law and subject to the obligations created hereby.

8. CONDITIONS PRECEDENT

The obligations of the parties to consummate the domestication are subject to the satisfaction, at or prior to the Effective Date, of the following conditions precedent:

(a) All requisite corporate or organizational approvals, including board, member, partner or shareholder approvals, shall have been obtained and evidenced in writing and delivered to the other party.

(b) All filings required by the laws of the Transferor's jurisdiction and the New Jurisdiction shall have been made and accepted by the appropriate governmental authorities.

9. CLOSING

9.1 Closing Deliveries. At or promptly following the Effective Date, each party shall deliver to the other party such instruments and certificates reasonably requested to evidence compliance with the conditions set forth herein, including certified copies of organizational resolutions and proof of filing.

9.2 Effective Time. The parties agree that the Effective Time for the domestication shall be the date and time as determined under the laws of the New Jurisdiction and the certificate of domestication or comparable instrument shall control for purposes of this Agreement.

10. INDEMNIFICATION

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of a representation, warranty or covenant made by the Indemnifying Party in this Agreement.

11. TAX MATTERS

11.1 Tax Filings. The parties shall cooperate reasonably to determine and effect any necessary federal, state, local or foreign tax filings or consents related to the domestication. Any tax liabilities attributable to periods prior to the Effective Date shall remain the obligation of Transferor and shall be paid or otherwise satisfied by Transferor or as otherwise agreed in writing.

11.2 Tax Indemnity. To the extent any tax liability is imposed on the Surviving Entity that is attributable to the period prior to the Effective Date, Transferor shall indemnify the Surviving Entity for such tax liability and related expenses.

12. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or when received by certified mail, return receipt requested, to the addresses set forth below (or at such other address as a party may designate by notice to the other).

13. AMENDMENT; WAIVER

Any amendment or modification of this Agreement shall be effective only if in writing and signed by each party. No waiver of any provision hereof shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought. No failure or delay by any party in exercising any right, power or remedy shall operate as a waiver thereof.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as original signatures.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing Law Jurisdiction: without regard to conflict of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 Entire Agreement. This Agreement, together with the exhibits and schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

16.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

17. MISCELLANEOUS

17.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor by merger or consolidation.

17.2 Remedies. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law or equity. Specific performance and injunctive relief shall be available to a party for any breach or threatened breach of this Agreement.

EXECUTION

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

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