Legal Change of Structure Form

LEGAL CHANGE OF STRUCTURE FORM

This Legal Change of Structure Form (the Agreement) is entered into as of Effective Date: by and between Transferor Entity: , organized under the laws of and Transferee Entity: , organized under the laws of .

RECITALS

WHEREAS, the Transferor Entity currently conducts business and holds assets and liabilities as described in Exhibit A and desires to effect a change of legal structure by conversion, merger, transfer of interests or other reorganization described herein (the Change of Structure);

WHEREAS, the Transferee Entity has been formed or designated to receive the transferred assets, membership interests, shares, liabilities and obligations pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, each party has obtained or will obtain all necessary corporate, member, partner or owner approvals, regulatory consents and third-party consents required to effect the Change of Structure as set forth in Section 4 below.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings: (a) "Change of Structure" means the conversion, merger, transfer or reorganization described in Section 2; (b) "Effective Date" means the date set forth above or such other date as agreed in writing by the parties; (c) "Transferred Interests" means the shares, membership interests, partnership interests, assets and liabilities identified in Exhibit A that are to be transferred or reclassified pursuant to this Agreement.

2. NATURE OF THE CHANGE OF STRUCTURE

2.1 Structure Type. The Change of Structure shall consist of the following primary action: . If other, describe in Exhibit B.

2.2 Resulting Entity. Upon consummation, the surviving or newly formed entity will be named: and shall be organized as:

3. CONVERSION, CONSIDERATION AND CAPITAL STRUCTURE

3.1 Conversion Mechanics. The Transferor Entity shall transfer or convert the Transferred Interests to the Transferee Entity on the Effective Date pursuant to the conversion ratio or consideration set forth below. The parties agree that the mechanics of conversion, the issuance of new interests or shares, and any required cancellations shall be effected in accordance with governing law and the constituent documents of the parties.

3.2 Conversion Ratio or Consideration. Conversion ratio, consideration or allocation shall be: . Cash consideration, if any, shall be paid as follows: .

4. ACTIONS, APPROVALS AND FILINGS

4.1 Required Filings. The parties shall prepare, execute and file all certificates, articles, statements and other instruments required by the jurisdiction of formation and any regulatory authority to effect the Change of Structure. The party responsible for filings: . Target filing completion date: .

4.2 Approvals. Each party represents that it has obtained or will obtain all necessary approvals of its board, members, partners or owners. Evidence of approval by the Transferor: board approval date ; by the Transferee: board approval date .

5. CONTRACTS, ASSIGNMENTS AND LIABILITIES

5.1 Assignment of Contracts. To the extent permitted by applicable law and contractual terms, contracts and agreements identified in Exhibit C shall be assigned or transferred to the Transferee Entity on the Effective Date. The parties shall use commercially reasonable efforts to obtain consents required for such assignments.

5.2 Liabilities and Indebtedness. Except as expressly provided in this Agreement and any schedules thereto, the Transferee shall assume only those liabilities expressly identified in Exhibit D. The Transferor shall remain responsible for liabilities not assumed by the Transferee unless otherwise expressly agreed in writing.

6. EMPLOYEES AND BENEFITS

6.1 Employee Treatment. Employees of the Transferor who are to become employees of the Transferee shall be listed in Exhibit E. The Transferee agrees to offer employment on terms substantially comparable to those in effect immediately prior to the Effective Date, except as otherwise described in Exhibit E.

6.2 Benefit Plans. The parties shall coordinate the transfer or continuation of employee benefit plans and satisfy any required notices, elections or registration requirements. Any obligations relating to vested benefits accrued prior to the Effective Date shall be addressed as set forth in Exhibit E.

7. TAX MATTERS

7.1 Tax Treatment. The parties intend that the Change of Structure shall be treated for tax purposes as follows: . Each party shall cooperate in good faith to obtain any necessary rulings or consents.

7.2 Tax Payments and Filings. Responsibility for filing tax returns and paying taxes related to periods ending prior to the Effective Date shall remain with the party that incurred such tax liability unless otherwise agreed in writing. Responsible party for tax filings: .

8. REPRESENTATIONS AND WARRANTIES

8.1 Transferor Representations. The Transferor hereby represents and warrants to the Transferee that: (a) it is duly organized and in good standing in its jurisdiction of formation; (b) it has good and marketable title to the Transferred Interests free and clear of liens except as disclosed in Exhibit D; (c) it has the requisite power and authority to enter into this Agreement and to consummate the Change of Structure; and (d) no governmental order or pending litigation restrains the consummation of the Change of Structure, except as disclosed in Exhibit F.

8.2 Transferee Representations. The Transferee represents and warrants to the Transferor that: (a) it is duly organized and authorized to receive the Transferred Interests; (b) it has the financial capability to perform its obligations under this Agreement; and (c) it will cause all post-closing filings required to effect the Change of Structure.

9. INDEMNIFICATION; LIMITATIONS

9.1 Indemnification by Transferor. The Transferor shall indemnify, defend and hold harmless the Transferee and its affiliates from and against any losses, claims, damages, costs and expenses arising out of breaches of the Transferor's representations, liabilities not assumed by the Transferee or breaches of this Agreement occurring prior to the Effective Date.

9.2 Indemnification by Transferee. The Transferee shall indemnify, defend and hold harmless the Transferor for liabilities expressly assumed by the Transferee and for breaches of Transferee's representations and covenants contained herein.

9.3 Survival. The representations, warranties and indemnities set forth in this Agreement shall survive the Effective Date and shall remain enforceable for a period of unless otherwise stated.

10. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party to exercise any right hereunder shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles.

12.2 Entire Agreement. This Agreement, including the Exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected thereby and the parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the original intent.

13. MISCELLANEOUS PROVISIONS

13.1 Further Assurances. Each party shall execute and deliver all such further instruments and take such further actions as may be necessary or desirable to carry out the transactions contemplated by this Agreement.

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