Legal Certificate of Conversion

LEGAL CERTIFICATE OF CONVERSION

This Certificate of Conversion is executed on the day of , , by and between Converting Entity Name: , a business entity organized as indicated below and governed by the laws of: (the "Converting Entity"), and Converted Entity Name: , which will be the surviving entity following conversion (the "Surviving Entity").

RECITALS

WHEREAS, the Converting Entity is currently formed as a Limited Liability Company (LLC) Corporation Partnership Other , organized under the laws of the jurisdiction stated above, and its organizational documents authorize or permit conversion into another entity form.

WHEREAS, the board, members, shareholders or other governing body of the Converting Entity have duly approved a Plan of Conversion setting forth the terms and conditions of the conversion to the Surviving Entity and authorizing the execution of this Certificate of Conversion in accordance with applicable governing law; and

WHEREAS, the parties desire to set forth in this Certificate the material matters required by statute and to effect the conversion of the Converting Entity into the Surviving Entity.

NOW, THEREFORE

In consideration of the recitals and the mutual covenants contained herein, the parties agree as follows.

1. NAME AND FORM OF ENTITIES

1.1 Converting Entity Name: . The Converting Entity currently exists as the entity type indicated in the Recitals and was formed under the laws of .

1.2 Surviving Entity Name and Form: The Surviving Entity shall be known as and shall be organized as: Limited Liability Company (LLC) Corporation Other under the laws of .

2. EFFECTIVE DATE OF CONVERSION

2.1 The conversion shall become effective on the date this Certificate of Conversion is accepted for filing by the appropriate filing office of the jurisdiction of formation (the "Effective Filing Date"), or on the later effective date specified in the Plan of Conversion. If a specific effective date is selected, insert here: Effective as of the day of , . If no date is specified, the Effective Filing Date governs.

3. PLAN OF CONVERSION

3.1 The material terms and conditions of the Plan of Conversion are summarized herein. The full Plan of Conversion has been approved by the requisite governing body of the Converting Entity in accordance with applicable law and the governing documents of the Converting Entity.

3.3 The Plan of Conversion establishes the manner and basis for converting interests, ownership, stock, membership units or other equity and addresses the allocation of liabilities, dissolution of the Converting Entity (if applicable), and the rights of creditors and members/shareholders as required by law.

4. EFFECT OF CONVERSION

4.1 Upon the Effective Date, the Surviving Entity shall continue or succeed to all rights, privileges, immunities, powers and franchises of the Converting Entity, and all property, real and personal, shall remain vested in the Surviving Entity without transfer, and all debts, liabilities and duties of the Converting Entity shall be the debts, liabilities and duties of the Surviving Entity.

4.2 The conversion shall not constitute a dissolution of the Converting Entity except as to form and legal structure, and shall not affect the validity of any obligations or acts of the predecessor.

5. APPROVALS AND AUTHORIZATIONS

5.1 The necessary approvals, authorizations and consents required by applicable law, the operating agreement, partnership agreement or corporate bylaws and articles have been obtained. The undersigned certifies that all corporate or member actions necessary to effectuate this conversion have been taken.

6. NOTICES

6.1 All notices required or permitted under this Certificate shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the address set forth below for each party or to such other address as a party may designate by notice in accordance with this Section.

7. AMENDMENT; WAIVER

7.1 This Certificate may be amended only by a written instrument executed by both the Converting Entity and the Surviving Entity and by such additional approvals as may be required by law. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof.

8. GOVERNING LAW

8.1 This Certificate shall be governed by and construed in accordance with the laws of the jurisdiction of the Surviving Entity's formation, without regard to principles of conflicts of law. Governing law jurisdiction:

9. ENTIRE AGREEMENT

9.1 This Certificate, together with the approved Plan of Conversion and any documents expressly referenced herein, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the conversion.

10. SEVERABILITY

10.1 If any provision of this Certificate is held to be invalid, illegal or unenforceable for any reason, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

11. COUNTERPARTS AND EXECUTION

11.1 This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A scanned or electronically transmitted signature shall be deemed an original signature for all purposes.

12. CERTIFICATION

I hereby certify that the statements contained in this Certificate are true and correct and that the execution of this Certificate has been duly authorized by the required action of the Converting Entity and, where required, its members, managers or shareholders.

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