Legal Conversion Request

LEGAL CONVERSION REQUEST

This Legal Conversion Request (the "Request") is made as of by Requesting Party: a with principal place of business at ("Requesting Party"), and Receiving Party: a with principal place of business at ("Receiving Party").

RECITALS

WHEREAS, Requesting Party seeks to effect a conversion, reclassification, or other legal modification described herein (the "Conversion") with respect to the Requesting Party's organizational form, governance documents, securities, or material agreement rights; and

WHEREAS, Receiving Party is the counterparty, registrar, transfer agent, record holder, or other third party whose approval, acceptance, execution, filing, or administrative action is required to effect the Conversion; and

WHEREAS, the Parties desire to set forth the Requesting Party's requested scope of Conversion, the required deliverables and authorizations, and the Parties' respective responsibilities in connection with the Conversion.

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

1. Definitions

In this Request, unless the context otherwise requires, the following terms have the meanings set forth below: "Conversion" means the specific change requested in Section 2; "Deliverables" means the documents, approvals, consents and filings described in Section 3.

2. Requested Conversion

Requesting Party hereby requests that Receiving Party take the actions necessary to accomplish the Conversion described below. The requested type of Conversion (check all that apply):

Change of entity type (for example, conversion from limited liability company to corporation)

Amendment or restatement of an existing agreement governed by Receiving Party

Reclassification or conversion of securities or membership interests

Other:

Requested effective date of Conversion:

If Conversion results in a change of legal name, new legal name: New jurisdiction (if applicable):

3. Required Deliverables and Actions

Requesting Party shall deliver to Receiving Party, no later than five (5) business days prior to the requested effective date, the following items necessary to effect the Conversion, unless different timing is expressly agreed in writing:

Requesting Party further represents that the Conversion is authorized by corporate or member action, evidenced by a resolution dated and delivered to Receiving Party together with a certified copy of the governing resolution or consent.

4. Representations, Warranties and Authority

Each Party represents and warrants to the other Party that: (a) it has full power and authority to enter into and perform its obligations under this Request; (b) the execution, delivery and performance of this Request have been duly authorized by all required corporate, membership or other organizational action; and (c) upon receipt of the Deliverables and execution of any documents required hereunder, the actions requested in Section 2 will not violate any applicable law or any material agreement to which a Party is subject.

Requesting Party acknowledges that Receiving Party may rely upon the accuracy of all documents and authorizations submitted and that Receiving Party shall have no duty to independently verify the truth of any representation other than to confirm the facial sufficiency of the Deliverables.

5. Cooperation; Further Assurances

Each Party agrees to cooperate in good faith and promptly execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the intent and purpose of this Request, including any filings with governmental authorities, recording instruments, or third-party notifications.

6. Costs, Taxes and Expenses

Unless otherwise agreed in writing, Requesting Party shall be responsible for all fees, costs, taxes, charges and expenses incurred in connection with the Conversion, including filing fees and reasonable third-party professional fees. Allocation of specific costs:

Requesting Party shall bear all costs

Receiving Party shall bear specified administrative costs (list details below)

7. Confidentiality

All non-public information exchanged in connection with the Conversion shall be held in confidence in accordance with any existing nondisclosure or confidentiality agreement between the Parties. In the absence of a separate agreement, each Party shall use such information solely for the purposes of effectuating the Conversion and shall not disclose it to third parties except as required by law or to professional advisors bound by confidentiality.

8. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below or to such other address as a Party may designate by notice pursuant to this Section.

9. Amendments; Waiver; Counterparts

No amendment to this Request shall be effective unless in writing and signed by both Parties. No waiver of any provision shall constitute a waiver of any other provision or a continuing waiver. This Request may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. Governing Law; Severability; Entire Agreement

This Request shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. If any provision of this Request is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Request constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, relating to the Conversion.

Governing law jurisdiction:

11. Indemnification

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties or covenants made by the indemnifying Party in this Request or from the indemnifying Party's failure to perform its obligations hereunder.

12. Execution; Certification

By executing below, each Party certifies that the person signing on its behalf is authorized to bind such Party, and that the information and documents provided in connection with this Request are complete and accurate to the best of the signing Party's knowledge.

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