Legal Conversion Resolution

LEGAL CONVERSION RESOLUTION

This Legal Conversion Resolution (the Resolution) is adopted by the Board of Directors or Members of Company Name: organized under the laws of Jurisdiction of Organization: , at a meeting duly called and held on Meeting Date — Month: Day: Year: . The Board has reviewed and considered the terms and conditions of the proposed conversion described herein.

RECITALS

WHEREAS, the Board has determined that it is advisable and in the best interests of the Company and its stakeholders to convert the Company from its current organizational form into a different entity form in accordance with the applicable conversion statutes and the Plan of Conversion adopted herein;

WHEREAS, a written Plan of Conversion setting forth the terms and manner of the conversion, the manner of converting the interests of the Company, and any amendments to the organizational documents is proposed for adoption and is attached to and incorporated into this Resolution; and

WHEREAS, the Board has considered the legal and business consequences of the proposed conversion, has reviewed the Plan of Conversion, and has determined that the Plan of Conversion is fair and reasonable and in the best interests of the Company and its members or shareholders.

NOW, THEREFORE, BE IT RESOLVED

1. Adoption of Plan of Conversion. The Plan of Conversion, a copy of which is attached and described in the Plan of Conversion section below, is hereby approved, adopted and declared to be in the best interests of the Company. The Board hereby authorizes the Company to effect the conversion in accordance with the terms of the Plan of Conversion and applicable law.
2. Conversion Type. The Company shall convert into the following form:
   Select conversion form: Conversion to Limited Liability Company Conversion to Corporation Other — specify below
3. Authorization to File. The officers of the Company are authorized and directed to execute, acknowledge and deliver and to cause to be filed, recorded or published all certificates, articles, amendments, and other documents and instruments and to take such other action as in their judgment may be necessary or desirable to effect the conversion and to obtain all approvals and consents required thereby, including the filing of Articles of Conversion, Articles of Organization, Articles of Incorporation, or equivalent documents with the appropriate governmental authority.
4. Amendment of Governing Documents. As a condition of conversion, the Company’s Certificate of Incorporation, Articles of Organization, Bylaws or Operating Agreement shall be amended, restated, or otherwise revised as necessary to reflect the converted entity form and governance structure. The form and substance of any such amendments and restatements are hereby approved in substantially the form presented to the Board, and the officers are authorized to finalize and execute the same.
5. Effective Date. The effective date of the conversion shall be Effective Date — Month: Day: Year: , or such other date as may be specified in the filed conversion documents or permitted by applicable law.
6. Conversion Consideration. The manner, basis and terms of converting the ownership interests, shares, membership units, obligations or other securities or rights of the Company into interests of the converted entity, including any cash payments, shares or units to be issued, or adjustments to capitalization, shall be as set forth in the Plan of Conversion. All actions necessary to carry out the exchange, including the execution of such instruments and the making of such adjustments to ledgers and records, are authorized and approved.
7. Further Actions. Any officer of the Company is authorized, in the name and on behalf of the Company, to execute and deliver any and all documents, certificates and instruments and to take any and all steps that such officer reasonably deems necessary or desirable to effectuate the conversion and to carry out the intent and purpose of the foregoing resolutions, including payment of fees, execution of affidavits and certificates, and engagement of counsel or advisors.
8. Ratification. All actions previously taken by officers, directors, members or managers of the Company in furtherance of the Plan of Conversion are hereby ratified, confirmed and approved in all respects.
9. Certification. The Secretary of the Company is directed to insert a copy of this Resolution in the minute book of the Company and to certify as to the adoption of this Resolution and the authority of any officer to act pursuant hereto.

PLAN OF CONVERSION (SUMMARY)

NOTICES

Notices intended under this Resolution shall be given in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested) or other method providing evidence of delivery.

MISCELLANEOUS

Governing Law. This Resolution and all actions taken pursuant hereto shall be governed by and construed in accordance with the laws of Governing Jurisdiction: , without regard to conflict of laws principles.

Entire Agreement. This Resolution, together with the Plan of Conversion and any schedules or exhibits attached hereto, constitutes the entire agreement and understanding of the Board with respect to the subject matter hereof and supersedes all prior resolutions, agreements or understandings relating to the matters addressed herein.

Severability. If any provision of this Resolution is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

Amendments; Waiver. Any amendment, modification or waiver of any provision of this Resolution must be set forth in a written instrument approved by the Board. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought.

Counterparts. This Resolution may be executed in any number of counterparts, each of which when executed shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of the Resolution duly adopted by the Board of the Company and that said Resolution is in full force and effect as of the date set forth below.

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