Certificate Of Conversion (DE Or Non-DE LLC To DE GP)

Delaware Division of Corporations 401 Federal Street ­ Suite 4 Dover, DE 19901 Phone: 302-739-3073 Fax: 302-739-3812 Certificate of Conversion from a Delaware or Non-Delaware Limited Liability Company to a Delaware Partnership Dear Sir or Madam: Enclosed please find a form for a Certificate of Conversion from a Delaware or Non-Delaware Limited Liability Company to a Delaware Partnership. The fee to file the Certificate of Conversion is $100.00. Also, enclosed please find a form for a Statement of Partnership Existence that is required to be filed simultaneously with the Certificate of Conversion. The fee for filing the Statement of Partnership Existence is $100.00. Please submit the filing with 1 cover sheet with Conversion first. You will receive a stamped "filed" copy of your document. If you would like a certified copy it will be an additional $60.00. ($30.00 for the Conversion and $30.00 for the Statement of Partnership Existence) Expedited services are available please contact our office concerning these fees. Delaware entities converting to any other non-Delaware or domestic entity must also pay all applicable taxes. Please contact our Franchise Tax Department for assistance. Please make any check payable to "Delaware Secretary of State". In order to process your request in a timely manner, please include a cover letter with your name, address and telephone/fax number to enable us to contact you if necessary. For your convenience a cover sheet is available at the following link. http://www.state.de.us/corp/filingmemo.pdf. Please make sure you thoroughly complete all information requested on these forms. It is important that the execution be legible, we request that you print or type your name under the signature line. Thank you for choosing Delaware as your corporate home. Should you require further assistance in this or any other matter, please don't hesitate to call us at (302) 7393073. Sincerely, Department of State Division of Corporations Rev 09/05 American LegalNet, Inc. www.USCourtForms.com STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A LIMITED LIABILITY COMPANY TO A PARTNERSHIP PURSUANT TO SECTION 15-901 OF THE DELAWARE PARTNERSHIP ACT 1.) The jurisdiction where the Limited Liability Company first formed is ________________________________________________. 2.) The jurisdiction immediately prior to filing this Certificate is________________. 3.) The date the Limited Liability Company first formed is_____________________. 4.) The name of the Limited Liability Company immediately prior to filing this Certificate is_______________________________________________________. 5.) The name of the Partnership as set forth in the Statement of Partnership Existence is________________________________________________________________. IN WITNESS WHEREOF, the undersigned have executed this Certificate on the ___________day of _________________, A.D._______________. By:____________________________ Authorized Person or Partner Name:____________________________ Print or Type American LegalNet, Inc. www.USCourtForms.com STATE OF DELAWARE STATEMENT OF PARTNERSHIP EXISTENCE 1. The name of the partnership is _________________________________ __________________________________________________________. 2. The address of its registered agent in the State of Delaware is__________ ___________________________________________________________ in the City of ________________________________________________ Zip Code_______________. The name of the registered agent is ______________________________ ___________________________________________________________. IN WITNESS WHEREOF, the undersigned has executed this Statement of Partnership Existence this _______________ day of __________________________, ____________A.D. ____________________________ Authorized Partner(s) ____________________________ Print or Type Name(s) American LegalNet, Inc. www.USCourtForms.com