Legal Domestication Petition

LEGAL DOMESTICATION PETITION

Petitioner Name:   Entity Type: LLC Corporation Partnership Other

State or Jurisdiction of Original Formation:   Date of Formation:   Current File/Charter No.:

Target Jurisdiction for Domestication:   Proposed Effective Date of Domestication:

RECITALS

WHEREAS, the Petitioner is duly organized and existing under the laws of the jurisdiction identified above and is authorized to transact business in accordance with its governing documents and the laws of that jurisdiction; and

WHEREAS, the Petitioner intends to effectuate a domestication (statutory conversion or continuation) of its legal organization from the State or Jurisdiction of Original Formation to the Target Jurisdiction for Domestication in accordance with the statutes and requirements of both jurisdictions; and

WHEREAS, the Petitioner has prepared a Plan of Domestication setting forth the terms and manner of domestication and desires the entry of an order recognizing the domestication and authorizing all actions necessary to effect the transfer of its corporate/organizational status to the Target Jurisdiction for Domestication.

NOW, THEREFORE

Petitioner respectfully petitions the appropriate authority for relief and states as follows:

1. PETITION AND RELIEF REQUESTED

Petitioner requests an order recognizing the domestication of the Petitioner from the jurisdiction of formation to the Target Jurisdiction for Domestication referenced above, authorizing the filing and acceptance of any certificates, articles, or instruments necessary to effect domestication, and directing that the Petitioner shall continue its existence as the same legal entity under the laws of the Target Jurisdiction for Domestication with the rights, privileges and liabilities existing immediately prior to domestication.

2. JURISDICTION AND VENUE

This authority has jurisdiction over petitions concerning domestication under the statutes governing continuations and domestications. Venue is proper because Petitioner is in good standing and has demonstrated that the relief requested relates to the proper administration of entity status under the laws governing domestication.

3. STATEMENT OF FACTS

3.1 Organizational Facts: Petitioner was formed on in the jurisdiction of and maintains its principal executive office at .

3.2 Authority for Domestication: The domestication has been duly authorized in accordance with the Petitioner’s governing documents and applicable statutory requirements. Evidence of such authorization is attached as Exhibit A.

4. PLAN OF DOMESTICATION

The Plan of Domestication includes the conversion of the Petitioner’s organizational form, the terms and conditions of the domestication, any changes to the governing documents, and the effect on the rights of members, shareholders, partners or equivalent parties. A summary of the Plan is provided below and the complete Plan is attached as Exhibit B.

5. EFFECT OF DOMESTICATION

Upon domestication, the Petitioner will continue its corporate existence without interruption. All rights, privileges, immunities, powers and franchises of the Petitioner heretofore existing shall remain in full force and effect following domestication, subject to the laws and regulatory requirements of the Target Jurisdiction for Domestication.

6. FILINGS AND CERTIFICATES

Petitioner requests authority to execute, deliver and file any and all certificates, amended articles, restated governing documents, affidavits, and related instruments necessary or desirable to effectuate the domestication, including any certificates required by the Target Jurisdiction for Domestication and any filings required to resign authority or withdraw in the Original Jurisdiction.

7. CERTIFICATIONS

The undersigned certifies under penalty of perjury that the facts set forth in this Petition are true and correct to the best of the signer’s knowledge and that the signing officer or authorized representative is empowered to execute this Petition on behalf of the Petitioner.

8. ATTACHMENTS

9. NOTICES

10. AMENDMENTS; WAIVER

This Petition may be amended or supplemented by written submission of the Petitioner. No waiver of any provision of this Petition shall be effective unless in writing and signed by the party against whom the waiver is asserted.

11. GOVERNING LAW

This Petition and any domestication effected pursuant to it shall be governed by and construed in accordance with the laws of the Target Jurisdiction for Domestication, except where the statutes of the Original Jurisdiction govern aspects of the domestication process as required by statute.

12. ENTIRE AGREEMENT

This Petition, together with the Plan of Domestication and any attached exhibits, constitutes the entire statement of the matters described herein and supersedes any prior oral or written communications related to the subject matter of this Petition.

13. SEVERABILITY

If any provision of this Petition 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.

14. COUNTERPARTS

This Petition 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.

PRAYER FOR RELIEF

WHEREFORE, Petitioner respectfully requests that the authority receive and accept this Petition; enter an order approving the domestication and authorizing and directing the filing of all instruments necessary to effectuate the domestication; and grant such other and further relief as is just and proper.

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