STATE OF MINNESOTA SECRETARY OF STATE ARTICLES AND PLAN OF CONVERSION Minnesota Corporations & Limited Liability Companies Minnesota Statutes, Chapter’s 302A & 322B Fee $35.00 Read the instructions before completing this form. 1. Name of the Organization before the Conversion is: (Required) 2. Name of the Organization after the Conversion shall be: (Required) 3. After the Conversion, the Organization shall be a: (Required) (Check one of the following filing types.) Corporation Limited Liability Company 4. The Terms and Conditions of the Proposed Conversion are: (Required) 5. The manner and basis of converting each ownership interest in the organization immediately before the conversion into ownership interests of the organization immediately after the conversion, in whole or in part, into money or other property is: (Required) 6. Include a Copy of the Proposed Articles of Incorporation or Articles of Organization of the Organization after the Conversion, with the Articles and Plan of Conversion. (Required) 7. I, the undersigned, certify that I am signing this document as the person whose signature is required, or as agent of the person(s) whose signature would be required who has authorized me to sign this document on his/her behalf, or in both capacities. I further certify that I have completed all required fields, and that the information in this document is true and correct and in compliance with the applicable chapter of Minnesota Statutes. I understand that by signing this document I am subject to the penalties of perjury as set forth in Section 609.48 as if I had signed this document under oath. _____________________________________________________________________________________ Authorized Signature of Individual on Behalf of the Converting Company or Authorized Agent (Required) 8. Name, daytime telephone number and e-mail address of contact person: Name Phone Number E-Mail Address American LegalNet, Inc. www.FormsWorkFlow.com INSTRUCTIONS NOTE: This form is intended merely as a guide for filing and is not intended to cover all situations. Retain the original signed copy of this document for your records and submit a legible photocopy for filing with the Secretary of State. A domestic limited liability company that is not a nonprofit limited liability company may convert to a domestic corporation pursuant to sections 302A.681 to 302A.691. 1. Name of the Converting Organization: (Required) List the name of the organization that is converting, as it is immediately before the conversion. 2. Name of the Converted Organization: (Required) List the name that will be filed for the organization immediately after the conversion. 3. The Converted Organization shall be a Corporation or Limited Liability Company: (Required) Check the applicable section to indicate what entity type to which the organization is converting. 4. The Terms and Conditions of the Proposed Conversion are: (Required) List the terms and conditions of the proposed conversion. If there are no terms and conditions, please list “None” in this section. 5. List the manner and basis of converting each ownership interest in the old organization into ownership interests of the new organization. (Required) This section addresses how the ownership interests of the converting organization are converted into ownership interests in the converted organization. Example, Corporation converting to a Limited Liability Company would describe how each share in the Corporation is converted to a membership unit in the Limited Liability Company or is converted into money or other property. If you are unsure of the appropriate language to use in your circumstances, please seek qualified counsel. 6. Include a Copy of the Proposed Articles of Incorporation or Articles of Organization of the Organization after the Conversion, with the Articles and Plan of Conversion. (Required) 7. Signature: (Required) Must be signed on behalf of the converting company or Authorized Agent (The signing party must indicate on the document that they are acting as the agent of the person(s) whose signature would be required and that they have been authorized to sign on behalf of that person(s). 8. Name, Daytime Telephone Number and E-Mail Address of Contact Person: List a name, daytime telephone number and an e-mail address of a person who can be contacted about this form. To obtain a copy of a form you can go to our web site at www.sos.state.mn.us , or contact us between 9:00am to 4:00pm Monday through Friday at (651) 296-2803 or toll free at 1-877-551-6SOS (6767). FILE IN-PERSON OR MAIL TO: Minnesota Secretary of State - Business Services Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St Paul, MN 55103 (Staffed 8:00 - 4:00, Monday - Friday, excluding holidays) All of the information on this form is public. Minnesota law requires certain information to be provided for this type of filing. If that information is not included, your document may be returned unfiled. This document can be made available in alternative formats, such as large print, Braille or audio tape, by calling (651)296-2803/voice. For a TTY/TTD (deaf and hard of hearing) communication, contact the Minnesota Relay Service at 1-800-6273529 and ask them to place a call to (651)296-2803. The Secretary of State's Office does not discriminate on the basis of race, creed, color, sex, sexual orientation, national origin, age, marital status, disability, religion, reliance on public assistance or political opinions or affiliations in employment or the provision of service. ArticlesofConversionRev.01-12-2011 American LegalNet, Inc. www.FormsWorkFlow.com