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STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF SHARE EXCHANGE Corporation Domestic Filing Fee - $110.00 TYPE OR PRINT CLEARLY IN BLACK INK Pursuant to S.C. Code of Laws §33-11-105, the undersigned as the acquiring corporation in a share exchange, hereby submits the following information: 1. 2. The name of the acquiring corporation is ___________________________________________________ Attached hereto and made a part hereof is a copy of the Plan of Share Exchange (see S.C. Code of Laws 33, Chapter 11). Duplicate copies of the Plan of Share Exchange must be attached in order for this form to be filed. Complete the following information to the extent it is relevant with respect to each corporation which is a party to the transaction. (a) Name of the corporation _____________________________________________________________ Complete either (1) or (2), whichever is applicable. (1) [ ] Shareholder approval of the share exchange was not required (See S.C. Code of Laws §3311-103(h)). (2) [ ] The Plan of Share Exchange was duly approved by shareholders of the corporation as follows: Voting Group Number of Outstanding Shares Number of Votes Entitled to be Cast Number of Votes Represented at the meeting Total Number of Votes Cast For AND Against*
3.
*NOTE: Pursuant to S.C. Code of Laws §33-11-105(a)(3)(ii), the corporation can alternatively state the total number of undisputed votes cast for the Plan of Share Exchange separately by each voting group with a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.
(b) Name of the corporation _____________________________________________________________ Complete either (1) or (2), whichever is applicable. (1) [ ] Shareholder approval of the share exchange was not required (See S.C. Code of Laws §3311-103(h)). (2) [ ] The Plan of Share Exchange was duly approved by shareholders of the corporation as follows: Voting Group Number of Outstanding Shares Number of Votes Entitled to be Cast Number of Votes Represented at the meeting Total Number of Votes Cast For AND Against*
Corporation Domestic Share Exchange
Form Revised by South Carolina Secretary of State, July 2008
Name of Corporation ____________________________________________
*NOTE: Pursuant to S.C. Code of Laws §33-11-105 (a )(3)(ii) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of undisputed votes cast for the Plan of Share Exchange separately by each voting group with a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.
4.
Unless a delayed date is specified, the effective date of this document shall be the date it is accepted for filing by the Secretary of State (See S.C. Code of Laws §33-1-230(b)). ____________________________________________________________________________________
Date
_____________________________________________ Name of the Acquiring Corporation
_____________________________________________ Signature and Office
_____________________________________________ Type or Print Name and Office
Filing Checklist Articles of Share Exchange (filed in duplicate) Attach a copy of the Plan of Share Exchange $110.00 made payable to the South Carolina Secretary of State Self-Addressed, Stamped Return Envelope Make sure the proper individual has signed the form (Please see S.C. Code of Laws §33-1-200(f)) Corporate forms filed with the Secretary of State should be signed by: (1) the Chairman of the Board of Directors, president or another of its officers (2) if directors have not been selected or the corporation has not been formed, by incorporators or (3) if the corporation is in the hands of a receiver, trustee or other court appointed fiduciary, by that fiduciary. Return all documents to: South Carolina Secretary of State's Office Attn: Corporate Filings P.O. Box 11350 Columbia, SC 29211
Corporation Domestic Share Exchange
Form Revised by South Carolina Secretary of State, July 2008