Free Filing Fee - Rhode Island

STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State Corporations Division 148 W. River Street Providence, Rhode Island 02904-2615 (401) 222-3040

INSTRUCTIONS FOR FILING STATEMENT OF CANCELLATION OF REACQUIRED SHARES
Section 7-1.2-601(e) of the General Laws of Rhode Island, 1956, as amended The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant statutory provision. This form and the information provided are not substitutes for the advice and services of an attorney and/or tax specialist. 1. A corporation may at any time, by resolution of its board of directors, cancel all or part of the shares of the corporation of any class or series reacquired by it, other than redeemable shares redeemed or purchased, and in such event a Statement of Cancellation of Reacquired Shares (Form No. 104) shall be filed with the Office of the Secretary of State, Corporations Division, at the above address. 2. Upon the filing of the Statement of Cancellation of Reacquired Shares, the shares shall be restored to the status of authorized but unissued shares, unless the articles of incorporation provide that the shares, when redeemed or purchased, shall not be reissued, in which case the filing of the Statement of Cancellation shall constitute an amendment to the articles of incorporation and shall reduce the number of shares of the class so canceled which the corporation is authorized to issue by the number of shares so canceled. 3. The Statement must be accompanied by a filing fee of $10.00, and payment should be made payable to the Rhode Island Secretary of State. 4. Upon the filing of the Statement of Cancellation of Reacquired Shares, the corporation must be in good standing and current with the filing of its annual reports and the maintenance of its registered agent and its registered office in this state. 5. As required by Section 7-1.2-601(e) of the General Laws, all fees and franchise taxes of the corporation must be paid upon the filing of the Statement of Cancellation of Reacquired Shares. 6. The Statement of Cancellation of Reacquired Shares must be signed by an authorized officer of the corporation. If you have any questions, please call us at (401) 222-3040, Monday through Friday, between 8:30 a.m. and 4:30 p.m.

Instructions/Form 104 Revised: 12/05

Filing Fee: $10.00

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STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State Corporations Division 148 W. River Street Providence, Rhode Island 02904-2615

BUSINESS CORPORATION ____________ STATEMENT OF CANCELLATION OF REACQUIRED SHARES
Pursuant to the provisions of Section 7-1.2-601(e) of the General Laws of Rhode Island, 1956, as amended, the undersigned corporation submits the following statement of cancellation by resolution of its board of directors of shares of the corporation reacquired by it, other than redeemable shares redeemed or purchased: 1. The name of the corporation is 2. The number of reacquired shares of the corporation cancelled by resolution duly adopted by the board of directors of the corporation on , is , itemized as follows: Class Series Number of Shares

3. The aggregate number of issued shares of the corporation after giving effect to such cancellation is itemized as follows: Class Series Number of Shares

,

4. Upon the filing of the statement of cancellation, the stated capital of the corporation shall be deemed to be reduced by that part of the stated capital which was, at the time of cancellation, represented by the shares so cancelled, and the shares so cancelled shall be restored to the status of authorized but unissued shares.

Form No. 104 Revised: 12/05

5. As required by Section 7-1.2-601(e) of the General Laws, the corporation has paid all fees and franchise taxes. 6. This Statement of Cancellation of Reacquired Shares was duly adopted by the Board of Directors of the corporation on 7. The Statement of Cancellation of Reacquired Shares shall become effective upon the filing of this statement unless a specified date is provided which shall be no later than the 90th day after the date of this filing Under penalty of perjury, I declare and affirm that I have examined this Statement of Cancellation of Reacquired Shares, including any accompanying attachments, and that all statements contained herein are true and correct. Date: Signature of Authorized Officer of the Corporation Type or Print Name of Authorized Officer