PLAN OF ENTITY CONVERSION
OF
OPEN SOLUTIONS GROUP, INC.
(a Virginia corporation)
INTO
OPEN SOLUTIONS GROUP, LLC
(a Virginia limited liability company)
Pursuant to Section 13.1-722.8 et seq. of the Virginia Stock Corporation Act and this Plan of Entity Conversion, Open Solutions Group, Inc., a Virginia corporation, shall be converted into a Virginia limited liability company, on the following terms and conditions:
1. The name of the organization before conversion is Open Solutions Group, Inc., and the form of the organization before conversion is a Virginia corporation.
2. The name of the organization after conversion is Open Solutions Group, LLC, and the form of the organization after conversion is a Virginia limited liability company.
3. The terms and conditions of the conversion, including the manner and basis of converting the shares of Open Solutions Group, Inc. into units of membership interests of Open Solutions Group, LLC, preserving the ownership proportion and relative rights, preferences and limitations of each such share, are as follows:
(a) Upon the effective time of the conversion, each issued and outstanding share of Common Stock of the converting corporation, Open Solutions Group, Inc., all of which are held by its sole shareholder, BB Seller Holdco, Inc., shall be automatically converted, without further action on the part of such sole shareholder or any other party, into one (1) unit of membership interest in the resulting limited liability company, Open Solutions Group, LLC;
(b) Open Solutions Group, LLC shall exist as a limited liability company under the laws of the Commonwealth of Virginia, with all the rights and obligations of such surviving entity as are provided under the Virginia Limited Liability Company Act;
(c) Title to all property and assets owned by Open Solutions Group, Inc. shall
be vested in Open Solutions Group, LLC without reversion or impairment; and
(d) Open Solutions Group, LLC shall have all the liabilities of Open Solutions Group, Inc.
4. The conversion shall be effective upon the Virginia State Corporation Commission’s issuance of a certificate of entity conversion.
5. The form of the Articles of Organization of Open Solutions Group, LLC is attached as Exhibit A to this Plan of Entity Conversion.
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