Conversion Application Form

CONVERSION APPLICATION FORM

Applicant Name:

Current Entity Type: LLC Corporation Partnership Sole Proprietorship Other

Proposed Entity Type: LLC Corporation Partnership Other

State of Formation:   |  Conversion Effective Date:

RECITALS

WHEREAS, Applicant is a duly organized business entity in good standing under the laws of the jurisdiction identified above and seeks to convert its form of organization pursuant to governing statutes and the terms of this Conversion Application and Agreement; and

WHEREAS, Applicant requests that Conversion Agent or the designated conversion authority process the conversion, effect the necessary filings, and deliver any required organizational documents in accordance with the plan of conversion set forth in this application; and

WHEREAS, the parties acknowledge and agree that the terms and conditions set forth in this document constitute the agreement governing the conversion services and the obligations of the parties.

SCOPE OF WORK

PAYMENT TERMS

Total Conversion Fee: $

Deposit Amount: $   |  Final Payment Due On:

Late Fee and Interest: In the event payments are not received within days of the due date, an interest charge of % per month (or the maximum permitted by law, if less) will apply to overdue amounts.

TERM AND TERMINATION

Term Commencement Date:   |  Anticipated Termination Date:

Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Applicant of its obligation to pay for services rendered and expenses incurred through the effective date of termination. Material breach that remains uncured for a period of days after written notice permits immediate termination by the non-breaching party.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, financial, organizational and technical information disclosed by one party to the other in connection with this conversion, whether disclosed orally, in writing or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Non-Disclosure Obligations: Receiving party shall (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents, legal counsel, accountants or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under or relating to this Agreement.

ENTIRE AGREEMENT

This document, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Applicant represents and warrants that it has full power and authority to enter into this Agreement and to take the actions contemplated herein, that all information provided in this Application is true, accurate and complete to the best of Applicant's knowledge, and that no pending or threatened action would prevent the conversion or transfer of assets as contemplated by the conversion plan.

ATTACHMENTS AND REQUIRED DOCUMENTS

The following documents are submitted with this Application (check all that apply):

CERTIFICATION

By signing below, Applicant certifies under penalty of perjury that the information contained in this Application and supporting documents is true, complete and accurate, and that Applicant has authority to request and effect the conversion described herein.

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