BCS/CD-754 (Rev. 05/11) MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS BUREAU OF COMMERCIAL SERVICES Date Received (FOR BUREAU USE ONLY) This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. Name Address City State ZIP Code EFFECTIVE DATE: Document will be returned to the name and address you enter above. If left blank, document will be returned to the registered office. CERTIFICATE OF CONVERSION For use by a Limited Liability Company Converting into a Business Organization Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations) and Act 23, Public Acts of 1993 (limited liability companies), the undersigned corporation executes the following Certificate of Conversion. 1. Before Conversion Entity Name: Entity ID: Domestic Limited Liability Company Indicate (X) Entity Type Street Address, if different than the one provided in Item 3: Foreign Limited Liability Company 2. After Conversion Entity Name: Domestic Profit Corporation Indicate (X) Entity Type Foreign Corporation Domestic Limited Liability Company Foreign Limited Liability Company If the limited liability company has not commenced business, has not issued any membership interests; has no debts or other liabilities, and has not received or returned any payments for its membership interests, proceed to Item 4. If the limited liability company has commenced business, proceed to Item 3. American LegalNet, Inc. www.FormsWorkFlow.com 3. Surviving Business Organization Governing Statute: Street Address: Principal Place of Business: 4. (Complete only if an effective date is desired other than the date of filing. The date must be no more than 90 days after the receipt of this document in the office.) The conversion is effective on the day of , . The plan of conversion will be furnished by the surviving business organization, on request and without cost, to any shareholder of the converting corporation. The conversion is permitted by the law that will govern the internal affairs of the business organization after conversion and the surviving business organization complies with that law in converting. 5. The assumed names being transferred to continue for the remaining effective period of the Certificate of Assumed Name on file prior to the conversion are: Assumed Name Expiration Date 6. The converting limited liability company's name and/or assumed name(s) to be used as new assumed name(s) of the surviving business organization: Assumed Name American LegalNet, Inc. www.FormsWorkFlow.com 7. Signatures: Complete only Section (a) or (b) for a domestic limited liability company Complete if the limited liability company has not commenced business: a) The limited liability company has not yet commenced business, has not issued any membership interests; has no debts or other liabilities, and has not received or returned any payments for its membership interests and the plan of conversion was adopted and approved by unanimous consent of the organizers, in accordance with Section 708(1)(d) of the Act. Signed this day of , . (Signature of Organizer) (Signature of Organizer) (Type or Print Name) (Type or Print Name) (Signature of Organizer) (Signature of Organizer) (Type or Print Name) (Type or Print Name) Complete if the limited liability company has commenced business: b) The plan of conversion was adopted and approved by the unanimous vote of the members, entitled to vote, unless the articles of organization or operating agreement provide otherwise, in accordance with Section 708(1)(c) of the Act. Signed this day of , . By (Signature of Member, Manager or Authorized Agent) (Type or Print Name) American LegalNet, Inc. www.FormsWorkFlow.com Complete both boxes below for a foreign limited liability company: 8. The terms and conditions of the proposed conversion, including the manner and basis of converting the membership interests of the domestic limited liability company into ownership interests or obligations of the surviving business organization, into cash, into other consideration that may include ownership interests or obligations of an entity that is not a party to the conversion, or into a combination of cash and other consideration. 9. Signature: The plan of conversion was adopted and submitted for approval in the manner required by the law governing the internal affairs of the converting foreign corporation. Signed this day of , . By (Signature of Authorized Officer or Agent) (Type or Print Name) American LegalNet, Inc. www.FormsWorkFlow.com BCS/CD-754 (Rev. 05/11) Name of person or organization remitting fees. Preparer's Name Business telephone number ( ) INFORMATION AND INSTRUCTIONS 1. This form may be used to draft your Certificate of Conversion. A document required or permitted to be filed under the Act cannot be filed unless it contains the minimum information required by the Act. The format provided contains only the minimal information required to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice. 2. Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial Services. The original will be returned to your registered office address unless you enter a different address in the box on the front of this document. 3. This Certificate is to be used pursuant to section 708 of Act 23, Public Acts of 1993 and section 746 of Act 284, Public Acts of 1972, for the purpose of converting a domestic limited liability company into a business organization. 4. Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 5. Item 4 - This document is effective on the date endorsed "Filed" by the Bureau. A later effective date, no more than 90 days after the date of delivery to this office, may be stated as an additional article. 6. Item 5 - A converting limited liability company may transfer to the converted entity the use of an assumed name for which a Certificate of Assumed Name is on file with the administrator prior to the conversion. Pursuant to Sections 212 and 217 of Act 284, Public Acts of 1972, the assumed name of a corporation shall not contain the word limited liability company. 7. Item 6 - The converted entity may use as an assumed name the name of the converting limited liability company and/or assumed names to be used as new assumed names by filing a Certificate of Assumed Name or by providing for the use of the assumed name in the Certificate of Conversion. A provision in the Certificate of Conversion is treated as a new Certificate of Assumed Name. 8. If additional space is required for any section, continue the section on an attachment. 9. Foreign Limited Liability Companies: A foreign limited liability company authorized to transact business in this state that is converting into an entity that will not be qualified to transact business in this state will not be withdrawn until a Certificate of Withdrawal (form BCS/CD-761) is filed. 10. This Certificate must be signed by a manager, if managed by one or more managers, a member if management remains in the members or an authorized agent of the company. 11. The Certificate of Conversion must be accompanied by the formation document(s) required to be filed under the laws governing the internal affairs of the converted business organization, in the manner prescribed by those laws. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include entity name and identification number on check or money order. Fees are nonrefundable, except fees related to stock increases for profit corporations. Converting Limited Liability Company: Certificate of Conversion...................................................................................................................................................................... $25.00 Each new Assumed Name, if converted entity is a corporation............................................................................................................ $10.00 Each new Assumed Name, if converted entity is a limited liability company......................................................................................... $25.00 Attached Articles of Organization......................................................................................................................................................... $50.00 Attached Articles of Incorporation.........................ORGANIZATION FEE: BASED ON AUTHORIZED SHARE (Insert Fee) PLUS NONREFUNDABLE FEE: TOTAL MINIMUM FEE + $10.00 $ ADDITIONAL FEES DUE FOR AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE: Amount of Increase Fee 1-60,000 $50.00 60,001-1,000,000 $100.00 1,000,0001-5,000,000 $300.00 5,000,0001-10,000,000 $500.00 More than 10,000,000 $500.00 for first 10,000,000 plus $1000.00 for each additional 10,000,000 or portion thereof American LegalNet, Inc. www.FormsWorkFlow.com Attached Application for Certificate of Authority to Transact Business or Conduct Affairs in Michigan for use by foreign corporations Profit Corporation NONREFUNDABLE FEE............................. $10.00 INITIAL FRANCHISE FEE.....................$50.00 TOTAL INITIAL ADMISSION FEES..... $60.00 Nonprofit Corporation NONREFUNDABLE FEE............................. $10.00 FRANCHISE FEE..................................$10.00 TOTAL INITIAL ADMISSION FEES..... $20.00 Attached Application for Certificate of Authority to Transact Business for use by foreign limited liability companies.........................$50.00 Submit with check or money order by mail: Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Services Corporation Division P.O. Box 30054 Lansing, MI 48909 To submit in person: 2501 Woodlake Circle Okemos, MI Telephone: (517) 241-6470 Fees may be paid by check, money order, VISA or Mastercard when delivered in person to our office. MICH-ELF (Michigan Electronic Filing System): First Time Users: Call (517) 241-6470, or visit our website at http://www.michigan.gov/corporations Customer with MICH-ELF Filer Account: Send document to (517) 636-6437 LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals with disabilities. American LegalNet, Inc. www.FormsWorkFlow.com