Statement of Conversion: An Entity without AK Entity # Converting to Domestic Business Corp. 08-0568 New 07/01/2014 Instructions Page 1 of 5 STATEMENT OF CONVERSION Specifically for An Entity without an AK Entity Number Converting to a Domestic (Alaskan) Business Corporation Under the Alaska Entity Transaction Act AS 10.55.401 226 10.55.406 and AS 10.06.205, .208, .210 $275.00 filing fee. $ 25.00 Statement of Conversion (non-refundable) $250.00 Articles of Incorporation (non-refundable) INSTRUCTIONS FOR STATEMENT OF CONVERSION (Please retain for your records): WHAT IS A CONVERSION? Conversion (when an entity changes/transforms from one type of entity into a different type of entity) means a transaction authorized by AS 10.55.401-10.55.406, with the exception of the entities excluded under AS 10.55.110. Under this: Any domestic (Alaskan) entity may become a domestic (Alaskan) business corporation. Any foreign (non-Alaskan) entity may become a domestic (Alaskan) business corporation if the conversion is authorized by the law of the foreign jurisdiction. NOTICE: This Statement of Conversion must be filed in conjunction with Articles of Incorporation (attached to this form) for a domestic (Alaskan) Business Corporation and the applicable $250.00 fee (which are already included in the above stated filing fees). ITEM 1: Provide the converting (changing from) entity name, the state of domicile (home state) or jurisdiction and the entity type (changing from). ITEM 2: Provide the converted (changing to) domestic (Alaskan) business corporation name (which continues in existence after the conversion). A business corporate name must contain the word "corporation," "company," "incorporated," or "limited," or an abbreviation of one of these words. The corporate name may not contain a word or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation. A corporate name must be distinguishable upon the record. To search the availability of the legal name of the corporation in the State of Alaska go to the above website, click License Search, and select Search Corporations Database. NOTE: the name of the converted business corporation in Item #2 on the Statement of Conversion must match the name in Article #1 on the Articles of Incorporation attached to this filing. Corporations Section State Office Building, 333 Willoughby Avenue, 9th Floor PO Box 110806, Juneau, AK 99811-0806 Phone: (907) 465-2550 Fax: (907) 465-2974 Email: corporations@alaska.gov Website: http://commerce.alaska.gov/cbpl/Corporations.aspx ALASKADepartment of Commerce, Community, and Economic DevelopmentDivision of Corporations, Business and Professional Licensing THESTATEof American LegalNet, Inc. www.FormsWorkFlow.com Statement of Conversion: An Entity without AK Entity # Converting to Domestic Business Corp. 08-0568 New 07/01/2014 Instructions Page 2 of 5 ITEM 3: (Optional) The future effective date of conversion, if different from date of filing, must be a specific future date and cannot exceed 90 days from date of filing. Future effective date (mm/dd/yyyy format. ITEM 4: This statement is required by statute. Please read through and verify. ITEM 5: The converted (changed to) domestic (Alaskan) entity222s Articles of Incorporation for a domestic business corporation must be attached to this Statement of Conversion. Choose only one of the options. Complete the Articles of Incorporation portion of this form -OR- Provide Articles of Incorporation which satisfy the requirements in AS 10.06.205, .208, and .210, as an attachment. ITEM 6: The Statement of Conversion must be signed on behalf of the converting (changing from) entity (listed in Item #1 on the Statement of Conversion) in the following manner: If the entity is a corporation, it must be signed by an officer of the corporation. If the entity is not a corporation, it must be signed by the person authorized by said entity. If the entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, it must be signed by said fiduciary. Provide the printed name of the signer, the full title/capacity of the authorized signer, the name of the entity that the individual is representing, and signature of the individual authorized to sign. NOTE - Signatures: Per AS 10.55.609, persons who sign documents to be filed with the commissioner that are known by the person to be false in material respects are guilty of a class A misdemeanor. NOTE - Plan of Conversion -OR- Statement of Conversion: Do not send both together. Submit either the Statement of Conversion OR the plan of conversion that is signed on behalf of all entities and contains all the information required to be in the Statement of Conversion and is delivered to the Division for filing after the plan has been adopted and approved by all entities. Sending both the plan of conversion and the Statement of Conversion together may cause delays in processing time. SUBMITTAL: Please submit forms and payment together. Mail the Statement of Conversion (form 08-568) and the $275.00 non-refundable filing fee in U.S. dollars to: o State of Alaska, Corporations Section, PO Box 110806, Juneau, AK 99811-0806 If faxing the form please include the Credit Card Payment form with the appropriate fees. Do not email forms or payment. STANDARD PROCESSING TIME for complete and correct applications submitted to this office is approximately 10-15 business days. All applications are reviewed in the date order they are received. American LegalNet, Inc. www.FormsWorkFlow.com Statement of Conversion: An Entity without AK Entity # Converting to Domestic Business Corp. 08-0568 New 07/01/2014 Instructions Page 3 of 5 INSTRUCTIONS FOR ARTICLES OF INCORPORATION: These instructions are specific for the Articles of Incorporation which must be attached to the Statement of Conversion (form 08-568) ARTICLE 1: Name of Corporation Provided the name of the domestic (Alaskan) business corporation: A corporate name must contain the word "corporation," "company," "incorporated," or "limited," or an abbreviation of one of these words. The corporate name may not contain a word or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation. A corporate name must be distinguishable upon the record. To search the availability of the legal name of the corporation in the State of Alaska go to the above website, click License Search, and select Search Corporations Database. NOTE: the name of the business corporation in Article #1 in the Articles of Incorporation must match the name in Item #2 on Statement of Conversion portion of this filing. ARTICLE 2: Disclosure of Corporate Purposes The purpose describes activities of the corporation at the time of filing and may include 223any lawful.224 In addition to purpose, also include the NAICS code where indicated. NAICS code may not conflict with the purpose listed. For a complete list of NAICS codes go to the above website and select NAICS Codes. ARTICLE 3: Registered Agent Per Alaska Statues a corporation shall (must) continuously (without interruption) maintain in this state (Alaska only) a registered agent and a registered office. The registered agent of this domestic (Alaskan) business corporation must be an individual who is a resident of Alaska, or a corporation (excluding LLC, LP and LLP) registered and in good standing with this office. The registered agent is statutorily responsible for receiving and forwarding processes, notices, or demands to the last known address of the business corporation. A corporation may not act as its own registered agent. A physical address and a mailing address in the State of Alaska must be given. For more information go to the above website and select Registered Agents FAQs. ARTICLE 4: Alien Affiliate Defined in AS 10.06.990 as a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a corporation subject to this chapter: 1. An individual who is not a citizen or national of the United Sta