Legal Conversion Contract

LEGAL CONVERSION CONTRACT

This Legal Conversion Contract (this "Agreement") is made and entered into as of Effective Date: by and between Converting Entity Name: , an entity organized as Corporation Limited Liability Company Partnership, formed under the laws of , with its principal place of business at ; and Surviving Entity Name: , an entity organized as Limited Liability Company Corporation, formed under the laws of , with its principal place of business at .

RECITALS

WHEREAS, Converting Entity currently operates under its existing organizational documents and desires to convert its form of organization into the form of Surviving Entity in accordance with applicable law and the terms of this Agreement; and

WHEREAS, the parties intend that, upon the Effective Time, the Surviving Entity shall succeed to all of the rights, property, privileges, powers and franchises of Converting Entity and that Converting Entity shall cease to exist as an entity of its prior form; and

WHEREAS, the governing bodies of each party have approved the transactions contemplated hereby in accordance with their respective governing instruments and applicable law.

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 meanings set forth below. "Effective Time" means the date and time at which the conversion is effective under applicable law, as specified in Section 2. "Assets" means all property, rights and interests of Converting Entity of every kind and nature, whether real, personal or mixed, tangible or intangible. "Liabilities" means all debts, obligations and liabilities of Converting Entity, whether known or unknown, accrued or contingent.

2. CONVERSION; EFFECTIVE TIME

2.1 Conversion. Upon the terms and subject to the conditions of this Agreement, Converting Entity shall be converted into the Surviving Entity (the "Conversion"). At the Effective Time, by operation of law and pursuant to this Agreement, the Surviving Entity shall succeed to all property, rights and obligations of Converting Entity.

2.2 Effective Time. The parties agree that the Effective Time of the Conversion shall be the date and time specified by the parties at closing and filed with the appropriate governmental authority, which date and time shall be recorded here: Effective Time (date/time): at .

3. CONSIDERATION; OWNERSHIP CERTIFICATES

3.1 Consideration. As full and final consideration for the Conversion, at the Effective Time each interest in Converting Entity shall be converted into the ownership interest described on Schedule A attached hereto and incorporated by reference. If cash or other property is to be paid or delivered as consideration, the amount and form shall be specified in Schedule A.

3.2 Issuance of Interests. The Surviving Entity shall cause to be delivered to the holders of the converted interests certificates or other instruments evidencing ownership of the consideration to which they are entitled, registered in the names of the persons entitled thereto.

4. ASSETS, LIABILITIES AND CONTRACTS

4.1 Transfer of Assets and Liabilities. At the Effective Time, all Assets and Liabilities of Converting Entity shall be vested in the Surviving Entity without further act or deed. The Surviving Entity shall be responsible for the performance and satisfaction of all Liabilities of Converting Entity.

4.2 Contracts. All contracts, agreements and commitments of Converting Entity shall remain in full force and effect as agreements of the Surviving Entity, and the Surviving Entity shall be bound by and entitled to the benefits of such contracts without further action.

5. TAX MATTERS

5.1 Tax Treatment. The parties shall use commercially reasonable efforts to treat the Conversion for all applicable tax purposes in a manner consistent with applicable law and the parties' intended tax treatment, and shall cooperate in preparing and filing all necessary returns or statements to reflect the Conversion.

5.2 Tax Indemnity. Each party shall be responsible for all taxes imposed upon it by any taxing authority with respect to any period prior to the Effective Time (to the extent attributable to such period) and the Surviving Entity shall be responsible for taxes attributable to periods after the Effective Time, except as otherwise set forth in Schedule B.

6. REPRESENTATIONS AND WARRANTIES

6.1 Representations of Converting Entity. Converting Entity represents and warrants to the Surviving Entity that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) it has full corporate or organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (c) the execution and delivery of this Agreement has been duly authorized by all necessary action; (d) to the best of its knowledge, no pending or threatened action or proceeding prohibits the consummation of the Conversion.

6.2 Representations of Surviving Entity. Surviving Entity represents and warrants to Converting Entity that: (a) it is duly organized and has full power and authority to accept the Conversion; (b) upon consummation of the Conversion and issuance of consideration, the issued ownership interests of Surviving Entity will be validly issued, fully paid and nonassessable, except as set forth in its organizational documents.

7. COVENANTS

7.1 Further Assurances. Each party shall execute and deliver such further instruments and do such acts and things as may be necessary or advisable to carry out the provisions and purposes of this Agreement.

7.2 Employee Matters. The Surviving Entity shall offer employment to employees of Converting Entity on terms no less favorable in the aggregate than those in effect immediately prior to the Effective Time, except as otherwise agreed in writing or required by law.

8. CONDITIONS PRECEDENT; CLOSING

8.1 Conditions to Obligations. The obligations of each party to effect the Conversion are subject to the satisfaction or waiver, prior to or at the Closing, of customary conditions, including corporate approvals, delivery of certificates and incumbency certificates, and receipts of required filings or approvals of governmental authorities where required.

8.2 Closing. The closing of the Conversion (the "Closing") shall occur at the Effective Time at such place and by such means as the parties mutually agree. At Closing, the parties shall execute and deliver instruments and certificates reasonably necessary to effectuate the Conversion.

9. INDEMNIFICATION

9.1 Survival. The representations, warranties and covenants of the parties set forth in this Agreement shall survive the Effective Time and Closing for a period of one year, except for fraud, which shall survive indefinitely.

9.2 Indemnity. Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants set forth in this Agreement.

10. NOTICES

Notices to Converting Entity

Notices to Surviving Entity

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, or on the date three business days after deposit in the U.S. mail, postage prepaid, or on the date of confirmed delivery by nationally recognized overnight courier, to the addresses set forth above or such other address as either party may designate by notice to the other.

11. MISCELLANEOUS

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.

Entire Agreement. This Agreement, together with the schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

Severability. If any provision of this Agreement is determined to be invalid or unenforceable under applicable law, such determination shall not affect the remaining provisions hereof, which shall continue in full force and effect.

Amendments and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to insist upon strict performance of any covenant or condition shall not be deemed a waiver of any rights.

Counterparts; Electronic Signature. This Agreement may be executed in counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed originals for all purposes.

12. EXECUTION AND AUTHORITY

Each person signing this Agreement on behalf of a party represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such party and to bind the party to the terms and conditions hereof.

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