D The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth PC One Ashburton Place, Boston, Massachusetts 02108-1512 FORM MUST BE TYPED Articles of Entity Conversion of a FORM MUST BE TYPED Foreign Other Entity to a Domestic Business Corporation (General Laws Chapter 156D, Section 9.53; 950 CMR 113.31) (1) Exact name of the other entity in the jurisdiction of organization: ______________________________________________ (2) A corporate name that satis? es the requirements of G.L. Chapter 156D, Section 4.01: ______________________________ ________________________________________________________________________________________________ (3) Jurisdiction of organization of the other entity: ____________________________________________________________ (4) Date the other entity organized in foreign jurisdiction: ______________________________________________________ (5) h e conversion of the foreign other entity to a business corporation in the commonwealth was duly approved in the manner required by its organic law. (6) h e following information is required to be included in the articles of organization pursuant to G.L. Chapter 156D, Section 2.02(a) or permitted to be included in the articles pursuant to G.L. Chapter 156D, Section 2.02(b): ARTICLE I h e exact name of the corporation upon conversion is: ARTICLE II Unless the articles of organization otherwise provide, all corporations formed pursuant to G.L. Chapter 156D have the purpose of engaging in any lawful business. Please specify if you want a more limited purpose:* *Professional corporations governed by G.L. Chapter 156A must specify the professional activities of the corporation. American LegalNet, Inc.P.C. www.USCourtForms.comc156ds953950c11331 01/13/05>>>> 2 ARTICLE III State the total number of shares and par value, * if any, of each class of stock that the corporation is authorized to issue. All corpo-rations must authorize stock. If only one class or series is authorized, it is not necessary to specify any particular designation. WITHOUT PAR VALUE WITH PAR VALUE TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE ARTICLE IV Prior to the issuance of shares of any class or series, the articles of organization must set forth the preferences, limitations and rela-tive rights of that class or series. e articles may also limit the type or specify the minimum amount of consideration for which shares of any class or series may be issued. Please set forth the preferences, limitations and relative rights of each class or series and, if desired, the required type and minimum amount of consideration to be received. ARTICLE V h e restrictions, if any, imposed by the articles or organization upon the transfer of shares of any class or series of stock are: ARTICLE VI Other lawful provisions, and if there are no such provisions, this article may be left blank. Note: e preceding six (6) articles are considered to be permanent and may be changed only by ? ling appropriate articles of amendment.* G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto. American LegalNet, Inc. www.USCourtForms.com>>>> 3 ARTICLE VII h e e ) ective date of organization of the corporation is the date and time the articles were received for ? ling if the articles are not rejected within the time prescribed by law. If a later e ) ective date is desired, specify such date, which may not be later than the 90th day after the articles are received for ? ling: ARTICLE VIII h e information contained in this article is not a permanent part of the articles of organization. a. h e street address of the initial registered o * ce of the corporation in the commonwealth: b. h e name of its initial registered agent at its registered o * ce: c. h e names and addresses of the individuals who will serve as the initial directors, president, treasurer and secretary of the corporation (an address need not be speci? ed if the business address of the o * cer or director is the same as the principal o * ce location): President: Treasurer: Secretary: Director(s): If a professional corporation, include a list of shareholders with residential addresses and attach certi? cates of the appropriate regulatory board. d. h e ? scal year end of the corporation: e. A brief description of the type of business in which the corporation intends to engage: f. h e street address of the principal o * ce of the corporation: g. h e street address where the records of the corporation required to be kept in the commonwealth are located is: _________________________________________________________________________________________, which is (number, street, city or town, state, zip code) its principal o * ce; an o * ce of its transfer agent; an o * ce of its secretary/assistant secretary; its registered o * ce. Signed by: ___________________________________________________________________________________________, (signature of authorized individual) Chairman of the board of directors, President, Other o * cer, Court-appointed ? duciary, on this _________________________day ofday ofday of__________________________________________________________________________________, _____________________. American LegalNet, Inc. www.USCourtForms.com>>>> 4 COMMONWEALTH OF MASSACHUSETTS William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 Articles of Entity Conversion of a Foreign Other Entity to a Domestic Business Corporation (General Laws, Chapter 156D, Section 9.53; 950 CMR 113.31) I hereby certify that upon examination of these articles of conversion, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the ? ling fee in the amount of $______ having been paid, said articles are deemed to have been ? led with me this _____________day ofday ofday of __________________________, 20______ , at _______a.m./p.m. time E ) ective date: _________________________________________________ (must be within 90 days of date submitted) WILLIAM FRANCIS GALVIN Secretary of the Commonwealth Examiner Filing fee: Minimum $250 Name approval TO BE FILLED IN BY CORPORATION C Contact Information: M _________________________________________________