Pursuant to the provisions of the New York Business Corporation Law, the undersigned corporation hereby applies for authority to transact business in New York, and for that purpose submits the following:

1. The name of the corporation is: XYZ, INC.

2. It is incorporated under the laws of the State of Delaware.

3. The date of its incorporation is [specify date].

4. The business which the corporation proposes to conduct in New York State is as follows:

   To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law provided that the corporation shall not engage in any act or activity which requires the consent or approval of any state official, department, board, agency or other body, without such consent or approval first being obtained.

5. The office of the corporation within the State of New York is to be located in the county of [specify county].

6. The corporation hereby designates the Secretary of State as its agent upon whom all process in any action or proceeding against it may be served within the State of New York.

7. The address to which the Secretary of State shall mall a copy of process, in any action or proceeding against the corporation which may be served upon him is: [specify address].

8. Since the date of its incorporation, the corporation has not engaged in any activity in New York.

9. The corporation hereby appoint [specify registered agent and address] as its registered agent in New York upon whom process against it may be served.

IN WITNESS WHEREOF, XYZ, INC., the corporation hereinbefore mentioned and described has caused this certificate to be signed in its name by its (President or Vice President] this _________ day of __________, 2XXX and the statements contained therein are affirmed as true under penalties of perjury.

By: