Legal Plan of Conversion

LEGAL PLAN OF CONVERSION

This Legal Plan of Conversion (this Plan) is entered into as of by and between Converting Entity: , an entity of type Corporation Limited Liability Company organized under the laws of , and Resulting Entity: , an entity of type Corporation Limited Liability Company organized under the laws of .

RECITALS

WHEREAS, the governing body or members of the Converting Entity have duly approved the Conversion pursuant to the organizational documents and applicable law and have authorized the adoption of this Plan in accordance with all requirements of such law; and

WHEREAS, the Converting Entity desires to convert into the Resulting Entity pursuant to the statutes and regulations of the respective jurisdictions, and the Resulting Entity has agreed to accept the conversion on the terms set forth in this Plan; and

WHEREAS, this Plan sets forth the terms and conditions upon which the conversion will be effected, the treatment of interests, liabilities and obligations of the Converting Entity, and the manner of consummation of the conversion.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. DEFINITIONS

1.1 "Conversion" means the statutory conversion of the Converting Entity into the Resulting Entity in accordance with applicable law and the terms of this Plan.

1.2 "Effective Date" means the date and time on which the Conversion becomes effective under applicable law, which shall be or such other date as specified by the parties in writing.

2. CONVERSION EFFECT; TRANSFER OF ASSETS AND LIABILITIES

2.1 Upon the Effective Date, by virtue of and in accordance with the statutes governing conversions, the Converting Entity shall be converted into the Resulting Entity. All rights, privileges, immunities, powers and franchises of the Converting Entity shall vest in the Resulting Entity without further act or deed.

2.2 All property, interests, rights, privileges, liabilities and obligations of the Converting Entity shall remain vested in the Resulting Entity and shall be the property and obligations of the Resulting Entity without transfer, reversion or impairment. Without limiting the foregoing, the Resulting Entity shall succeed to all contracts, agreements, permits and licenses of the Converting Entity.

3. CONVERSION CONSIDERATION; INTERESTS

3.1 On the Effective Date, each outstanding membership interest, share or other ownership interest of the Converting Entity shall be converted into the form and number of interests of the Resulting Entity as follows:

3.2 To the extent any cash payment is required in respect of fractional interests or otherwise, the Converting Entity shall cause to be paid an amount of cash equal to per interest to holders entitled thereto, subject to customary rounding and withholding provisions.

4. CONDITIONS PRECEDENT

4.1 The obligations of the parties to effect the Conversion are subject to the satisfaction of the following conditions precedent at or prior to the Effective Date: (a) requisite approvals of members, shareholders or managers; (b) the absence of any injunction or order restraining or prohibiting consummation of the Conversion; (c) all required filings and payments shall have been made to governmental authorities; and (d) all third-party consents required by material contracts shall have been obtained.

5. FURTHER ACTIONS; FILINGS

5.1 The parties shall execute and deliver such instruments and take such actions as may be necessary or appropriate to effect the Conversion, including but not limited to preparing, executing and filing articles of conversion, certificates of formation or incorporation for the Resulting Entity, and any other documents required by applicable law.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants to the other 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 have been duly authorized by all necessary corporate or organizational action; and (d) the execution and performance of this Plan will not violate any material agreement, order, law or instrument to which it is a party or by which it is bound.

7. TAX TREATMENT

7.1 The parties intend that the Conversion be treated for tax purposes in the manner described in this Plan. Each party agrees to cooperate reasonably with the other in preparing and filing tax returns and other documents necessary to achieve the intended tax treatment, and to make such elections as may be appropriate to carry out that intent, provided that no party shall make any tax election that materially and adversely affects the other party without prior written consent.

8. EMPLOYEE AND BENEFIT MATTERS

8.1 Employees of the Converting Entity shall become employees of the Resulting Entity on terms consistent with past practices except where otherwise agreed in writing. The Resulting Entity shall honor all accrued and vested employee compensation and benefit obligations unless otherwise agreed in writing between the parties.

9. INDEMNIFICATION

9.1 Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors, members, managers and employees from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of any representation, warranty or covenant made by the indemnifying party in this Plan.

10. NOTICES

10.1 All notices or other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below by certified mail, overnight courier, or hand delivery, and shall be effective upon receipt.

11. GOVERNING LAW

11.1 This Plan shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to principles of conflicts of laws.

12. ENTIRE AGREEMENT; AMENDMENTS; WAIVER

12.1 This Plan constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to such subject matter. This Plan may be amended only by a written instrument executed by each of the parties. No failure or delay by any party in exercising any right under this Plan shall operate as a waiver of such right, and no single or partial exercise of any right shall preclude any other or further exercise of such right or the exercise of any other right.

13. SEVERABILITY

13.1 If any provision of this Plan shall be held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Plan shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

14.1 This Plan may be executed in two or more counterparts, each of which when executed shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Plan by electronic means (including scanned or other electronic signatures) shall be binding and effective for all purposes.

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