Legal Articles of Conversion

LEGAL ARTICLES OF CONVERSION

These Articles of Conversion are executed on this date by the undersigned parties for the purpose of effecting the conversion of one business entity into another in accordance with applicable law. Converting Entity Name: , formed under the laws of , original date of formation: ; and Converted Entity Name: , proposed jurisdiction of organization: . Proposed converted entity type: LLC Corporation Limited Partnership Effective Date of Conversion (if different from filing date):

RECITALS

WHEREAS, the Converting Entity is duly organized and validly existing under the laws of the jurisdiction indicated above and is authorized to effect a conversion into the form of entity indicated above; and

WHEREAS, the board of managers, board of directors, partners, members or other governing body of the Converting Entity has approved, in accordance with the organizational documents and applicable law, a Plan of Conversion setting forth the terms and conditions upon which the Converting Entity will convert to the Converted Entity; and

WHEREAS, the parties desire to set forth in these Articles of Conversion the matters required to be stated in an instrument of conversion and to effect all necessary amendments to the organizational documents of the converting and converted entities.

NOW, THEREFORE, the Converting Entity adopts the following Articles of Conversion.

1. NAME AND JURISDICTION

1.1 Name of Converting Entity: The name of the Converting Entity immediately prior to the conversion is .

1.2 Jurisdiction of Formation: The Converting Entity was formed under the laws of on .

2. PLAN OF CONVERSION

2.1 Plan: The Plan of Conversion providing for the conversion of the Converting Entity into the Converted Entity, and the manner and terms of conversion, is hereby adopted and shall consist of the matters described in this Article and in the Plan attached by reference in these Articles of Conversion.

3. CONVERSION OF INTERESTS

3.1 Exchange Mechanics: Upon the effectiveness of the conversion, each outstanding interest, membership unit, partnership interest or other ownership interest in the Converting Entity shall be converted and exchanged for the consideration specified in the Plan of Conversion. The initial exchange ratio shall be units/shares of the Converted Entity for each prior interest, unless otherwise provided in the Plan.

3.2 Issuance and Rights: The Converted Entity shall issue certificates or other evidence of ownership as required by its governing documents. Such issued interests shall carry the rights, preferences and limitations set forth in the Converted Entity’s organizational instruments as in effect upon conversion.

4. EFFECTIVE DATE

4.1 Effective Date: These Articles of Conversion shall become effective at such time as the required filing is accepted by the appropriate governmental authority, or at such later date as specified herein: Effective Date: .

5. AMENDMENTS TO ORGANIZATIONAL DOCUMENTS

5.1 Post-Conversion Documents: Upon conversion, the organizational documents of the Converted Entity shall be the initial articles of incorporation/articles of organization attached hereto or as described below and shall contain such provisions as required by applicable law and as set forth in the Plan of Conversion.

6. APPROVAL

6.1 Approval of Conversion: The conversion described in these Articles has been approved in the manner required by the Converting Entity’s governing documents and by law. The approval dates and manner of approval are set forth below.

7. FILING AND CONVERSION EFFECT

7.1 Filing: The authorized officer of the Converting Entity is authorized and directed to execute and file, or cause to be filed, all documents necessary to effect the conversion and to take all further actions necessary or advisable to carry out the intent of these Articles.

7.2 Effect of Conversion: Upon the effectiveness of the conversion as provided by law and these Articles, the Converted Entity shall succeed to all the rights, privileges, immunities, powers and franchises of the Converting Entity and shall be subject to all liabilities and obligations of the Converting Entity.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party executing these Articles represents and warrants that (a) it has full power and authority to enter into and perform its obligations under these Articles, (b) the execution and delivery of these Articles and the consummation of the transactions contemplated hereby have been duly authorized, and (c) when executed and delivered, these Articles will constitute the legal, valid and binding obligations of such party enforceable in accordance with their terms.

9. MISCELLANEOUS

9.1 Governing Law: These Articles of Conversion shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

9.2 Entire Agreement: These Articles, together with the Plan of Conversion and the certificates or instruments referred to herein, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings relating thereto.

9.3 Severability: If any provision of these Articles is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

9.4 Notices: All notices, requests, demands and other communications required or permitted by these Articles shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth below for each party.

9.5 Amendments and Waiver: These Articles may be amended or modified only by a written instrument executed by the parties, and no waiver of any right under these Articles shall be effective unless in writing and signed by the party against whom enforcement is sought.

9.6 Counterparts: These Articles may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

CERTIFICATION

The undersigned authorized representatives certify under penalty of law that the matters set forth in these Articles are true and correct to the best of their knowledge and that the required approvals have been obtained. The undersigned further certifies that all corporate or organizational actions required to authorize the filing and effectiveness of these Articles have been taken.

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