FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS Attached is a form to convert a "Florida Limited Partnership or Limited Liability Limited Partnership" into an "Other Organization" pursuant to section 620.2104, Florida Statutes. This form is basic and may not meet all conversion needs. The advice of an attorney is recommended. Pursuant to s. 620.2102(1), F.S., a domestic limited partnership or limited liability limited partnership may convert to an "Other Organization," provided the "Other Organization" is not a domestic limited partnership or limited liability limited partnership. Filing Fee: Certified Copy (optional): Certificate of Status (optional): $52.50 $52.50 $8.75 Send one check in the total amount payable to the Florida Department of State. Please include a cover letter containing your telephone number, return address and certification requirements, or complete the attached cover letter. Mailing Address Registration Section Division of Corporations P. O. Box 6327 Tallahassee, FL 32314 Street Address Registration Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301 For further information, you may contact the Registration Section at (850) 245-6051. CR2E113 (01/06) American LegalNet, Inc. www.USCourtForms.com COVER LETTER TO: Registration Section Division of Corporations SUBJECT: (Name of Florida Limited Partnership or Limited Liability Limited Partnership) The enclosed Certificate of Conversion and fee(s) are submitted to convert a Florida Limited Partnership or Limited Liability Limited Partnership into an "Other Organization" in accordance with s. 620.2104, F.S. Please return all correspondence concerning this matter to: (Contact Person) (Firm/Company) (Address) (City, State and Zip Code) For further information concerning this matter, please call: at ( (Name of Contact Person) ) (Area Code and Daytime Telephone Number) Enclosed is a check for the following amount: $52.50 Filing Fee $61.25 Filing Fee and Certificate of Status $105.00 Filing Fee and Certified Copy $113.75 Filing Fee, Certified Copy, and Certificate of Status STREET ADDRESS: Registration Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301 MAILING ADDRESS: Registration Section Division of Corporations P. O. Box 6327 Tallahassee, FL 32314 American LegalNet, Inc. www.USCourtForms.com Certificate of Conversion For Florida Limited Partnership or Limited Liability Limited Partnership Into "Other Organization" This Certificate of Conversion is submitted to convert the following Florida Limited Partnership or Limited Liability Limited Partnership into an "Other Organization" in accordance with s. 620.2104, Florida Statutes. 1. The name of the Florida Limited Partnership or Limited Liability Limited Partnership converting into the "Other Organization" is: . (Enter Name of Florida Limited Partnership/Limited Liability Limited Partnership) 2. The name of the "Other Organization" is: . (Enter Name of "Other Organization") 3. The "Other Organization" is a (Enter entity type. Example: corporation, limited liability company, sole proprietorship, general partnership, common law or business trust, etc.) organized, formed or incorporated under the laws of (Enter state, or if a non-U.S. entity, the name of the country) . . 4. The above referenced Florida Limited Partnership or Limited Liability Limited Partnership has converted into an "Other Organization" in compliance with Chapter 620, F.S., and the conversion complies with the applicable laws governing the "Other Organization." 5. The plan of conversion was approved by the converting Florida Limited Partnership or Limited Liability Limited Partnership as required by Chapter 620, F.S., and the governing law of the converted "Other Organization." Page 1 of 2 American LegalNet, Inc. www.USCourtForms.com 6. This conversion was effective under the laws governing the "Other Organization" on: . 7. If the "Other Organization" is an out-of-state organization not registered to transact business in Florida, the "Other Organization" lists the following street and mailing address of an office the Florida Department of State may use for purposes of s. 620.2105(3), F.S.: Street Address: Mailing Address: Signed this day of . 20 . Signature of Each General Partner listed in Certificate of Limited Partnership: Fees: Filing Fee: Certified Copy: Certificate of Status: $52.50 $52.50 (Optional) $8.75 (Optional) Page 2 of 2 American LegalNet, Inc. www.USCourtForms.com