Business Conversion Document

BUSINESS CONVERSION DOCUMENT

This Business Conversion Document (the Agreement) is entered into by and between the parties identified below for the purpose of effecting a statutory conversion of an existing business entity into a different entity form and effectuating the attendant transfer of assets, liabilities and ownership interests as provided herein.

RECITALS

WHEREAS, Company Name: (the Converting Company) is duly organized and validly existing under the laws of Jurisdiction of Formation: ; and

WHEREAS, the Converting Company desires to convert into a Resulting Entity Type: to be named Resulting Entity Name: and to transact business subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that, upon the Effective Date specified below, all rights, title, privileges, obligations and liabilities of the Converting Company shall be vested in the Resulting Entity in accordance with applicable law and the terms of this Agreement.

DEFINITIONS

For the purposes of this Agreement: "Effective Date" means the date on which the conversion becomes effective under applicable law, which the parties designate as ; "Converted Interests" means the membership interests, shares or other ownership interests of the Converting Company immediately prior to the Effective Date; and "Resulting Entity" means the entity formed by the conversion.

SCOPE OF WORK

CONVERSION MECHANICS AND EFFECT

Upon satisfaction of the Conditions Precedent set forth in this Agreement and upon the Effective Date, all assets, property, rights, privileges and interests of the Converting Company shall vest in the Resulting Entity, and all liabilities and obligations of the Converting Company shall become liabilities and obligations of the Resulting Entity. The Converted Interests shall convert into Resulting Entity Interests in the manner and ratio set forth below:

Conversion Ratio / Consideration Description:

PAYMENT TERMS

All payments shall be made in lawful currency of the United States unless otherwise agreed in writing. Failure to pay when due shall entitle the non-breaching party to suspend performance and to seek recovery of fees, interest and costs incurred in enforcing payment obligations.

TERM AND TERMINATION

Term Commencement Date: . Termination Date (if any): .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above, or immediately upon the insolvency, bankruptcy or dissolution of the other party. Termination does not relieve either party of obligations that by their nature survive termination, including payment obligations and indemnities.

CONFIDENTIALITY

Each party shall hold confidential and not disclose to any third party any non-public business, financial or technical information disclosed by the other party in connection with the conversion (Confidential Information), except as required by law or as necessary to consummate the conversion. Confidential Information does not include information that (a) is or becomes public through no breach of this provision, (b) was rightfully known prior to disclosure, or (c) is independently developed without reference to Confidential Information. The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder; that the execution and delivery of this Agreement has been duly authorized; and that, upon performance of the acts required hereunder, the conversion will not violate any material agreement to which it is a party.

The Converting Company covenants to take all corporate, member or manager actions necessary to approve the conversion, to execute and deliver all documents reasonably necessary to effect the conversion and to cooperate with the Resulting Entity in obtaining and filing any certificates, instruments or filings required by applicable law.

CONDITIONS PRECEDENT

The obligations of the parties under this Agreement are subject to the satisfaction or waiver of the following conditions prior to the Effective Date: (a) approval of the conversion by the requisite votes or consents of owners or managers; (b) delivery of any required opinions or certificates of authority; and (c) payment of fees and expenses required to effect the conversion.

TAX TREATMENT

The parties acknowledge that the conversion may have tax consequences. Each party shall be responsible for its own tax liabilities arising before or after the Effective Date unless expressly assumed in writing. The parties agree to cooperate in good faith to take actions reasonably necessary to achieve any agreed tax attributes or treatment.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, claims, liabilities and expenses (including reasonable attorneys' fees) arising out of a breach of any representation, warranty or covenant contained in this Agreement or arising from acts or omissions of the indemnifying party prior to the Effective Date.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: , without regard to conflicts of law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration or litigation as elected by the non-breaching party.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Headings are inserted for convenience only and do not affect interpretation.

CONTACTS FOR NOTICES

CERTIFICATION

By executing below, each signatory certifies that they are authorized to execute this Agreement on behalf of the party for which they sign, that the representations and warranties made herein are true and correct to the best of their knowledge, and that they will take such actions as are necessary to effect the conversion in accordance with applicable law and this Agreement.

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