Legal Conversion Plan

LEGAL CONVERSION PLAN

This Legal Conversion Plan (the "Plan") is made and entered into as of by and between Converting Entity: , an entity organized as a under the laws of , and Transferee Entity: , an entity organized as a under the laws of (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Converting Entity desires to convert its legal form, reorganize its capital structure, and transfer its assets and liabilities to the Transferee Entity in accordance with applicable law and the terms set forth in this Plan; and

WHEREAS, the Boards of Directors, managers or members as required by the Converting Entity's governing documents have taken the necessary corporate or organizational actions to approve the conversion and the Transferee Entity has agreed to accept the converted business upon the terms and subject to the conditions set forth herein; and

WHEREAS, the Parties intend that the conversion effected by this Plan will occur in accordance with applicable statutory requirements and that all rights, privileges, titles, obligations and liabilities shall be transferred, assumed or otherwise treated as provided in this Plan.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings unless the context otherwise requires: "Effective Time" means the date and time specified in Section 2.1. "Converted Interests" means the membership interests, shares or other equity interests of the Converting Entity immediately prior to the Effective Time. Other defined terms are set forth in the text of this Plan and shall be interpreted according to ordinary contract construction principles.

2. PLAN OF CONVERSION

2.1 Effective Time. The conversion provided for by this Plan shall become effective at the date and time set forth below, subject to satisfaction or waiver of the conditions specified in Section 5: Effective Time: .

2.2 Manner of Conversion. At the Effective Time, by virtue of and pursuant to statutory authority and this Plan, the Converting Entity shall be converted into the Transferee Entity and the following shall occur: (a) all assets of the Converting Entity shall be transferred to the Transferee Entity; (b) the Transferee Entity shall assume the liabilities of the Converting Entity as set forth in Section 3; and (c) the Converted Interests shall be converted into the form and allocation of interests specified in Section 2.4.

2.3 Organizational Documents. Concurrently with the Effective Time, the Transferee Entity shall adopt or amend its organizational documents to reflect the conversion, including any changes to name, capital structure and governance. New entity name (if applicable):

2.4 Conversion of Interests. The Converted Interests shall be converted, exchanged or reclassified into the following interests in the Transferee Entity as of the Effective Time: . The allocation set forth in this paragraph is final except as expressly modified by written agreement of the Parties.

3. TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES

3.1 Asset Transfer. At the Effective Time, all assets of every nature and description of the Converting Entity, whether real, personal, tangible or intangible, shall be transferred to the Transferee Entity without further action other than filings required by law. A schedule of principal assets to be transferred is attached in writing and summarized as:

3.2 Assumption of Liabilities. The Transferee Entity shall assume and discharge, as of the Effective Time, the liabilities specified in the liability schedule and shall not be liable for liabilities not assumed except as otherwise required by law. A schedule of liabilities to be assumed is set forth below:

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations of Each Party. Each Party represents and warrants to the other Party as of the date hereof and as of the Effective Time that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to execute and deliver this Plan and to perform its obligations hereunder; (c) the execution, delivery and performance of this Plan will not violate any material agreement, law, regulation or order applicable to such Party; and (d) all corporate or other proceedings required to authorize the execution and performance of this Plan have been duly taken.

4.2 No Other Representations. Except as expressly set forth in this Plan, neither Party makes any representation or warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

5. CONDITIONS PRECEDENT

5.1 Conditions to Each Party's Obligations. The obligations of each Party to effect the conversion hereunder are subject to the satisfaction or written waiver prior to the Effective Time of the following conditions: (a) receipt of all corporate, member or shareholder approvals required by applicable law and the Parties' governing documents; (b) receipt of all third-party consents specifically required by contract to effect the transfers contemplated by this Plan; (c) absence of any injunction, order or pending proceeding restraining the consummation of the conversion; and (d) the accuracy in all material respects of the representations and warranties of the other Party on the Effective Time.

5.2 Closing Deliveries. At the Effective Time, the Parties shall deliver all instruments, certificates and documents reasonably necessary to effect the conversions, transfers and filings contemplated by this Plan, including certified copies of resolutions and incumbency certificates.

6. TAX MATTERS

6.1 Tax Treatment. The Parties shall cooperate in good faith to determine and, if desired by the Parties, to obtain a binding characterization of the tax consequences of the conversion. The Parties agree to execute such further instruments and make such elections as are necessary or desirable to carry out the tax treatment agreed between them. Each Party shall bear its own tax liabilities resulting from the conversion except as otherwise expressly allocated in this Plan.

7. EMPLOYEES AND BENEFITS

7.1 Employment Matters. Subject to applicable law, employees of the Converting Entity shall be offered employment by the Transferee Entity on terms to be determined by the Transferee Entity. The Transferee Entity shall honor accrued vacation, pension and other accrued benefits to the extent required by law or by express agreement of the Parties.

8. INDEMNIFICATION

8.1 Survival and Indemnity. The representations and warranties of the Parties made in this Plan shall survive the Effective Time for a period of , except for fraud, which shall survive in perpetuity. Each Party shall indemnify and hold harmless the other Party from and against any losses arising from breaches of such surviving representations and warranties, subject to customary notice and mitigation provisions.

9. FILINGS AND RECORDS

9.1 Filings. The Parties shall cooperate to prepare and file, as soon as practicable, all required documents with governmental authorities to effect the conversion. The Party responsible for coordinating filings:

9.2 Books and Records. The Transferee Entity shall maintain or provide access to books and records of the business as required by law and as reasonably requested by the Converting Entity's former equity holders for a reasonable period following the Effective Time.

10. NOTICES

Any notice required or permitted under this Plan shall be in writing and shall be delivered to the parties at the addresses set forth below (or at such other address as a Party may designate by notice in accordance with this Section).

11. MISCELLANEOUS

11.1 Governing Law. This Plan shall be governed by and construed in accordance with the internal laws of the jurisdiction specified here: without regard to conflict of law principles.

11.2 Entire Agreement. This Plan, together with any schedules or exhibits delivered herewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

11.3 Severability. If any provision of this Plan is held to be unenforceable, invalid or void for any reason, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the unenforceable provision with a valid provision that comes as close as possible to the original intent.

11.4 Amendments; Waiver. This Plan may be amended or modified only by a written instrument executed by the Parties. No failure or delay by any Party to exercise any right shall operate as a waiver of that right unless such waiver is in writing and signed by the waiving Party.

11.5 Counterparts. This Plan 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. Signatures delivered by electronic means shall be effective for all purposes.

EXECUTION

IN WITNESS WHEREOF, the Parties have caused this Plan to be executed by their duly authorized representatives as of the date first written above.

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