PLAN OF CONVERSION OF MV FUND II, LLC (the Constituent Entity) AND MEDASORB TECHNOLOGIES, INC. (the Resulting Entity)
PLAN
OF CONVERSION
OF
MV
FUND II, LLC
(the
Constituent Entity)
AND
MEDASORB
TECHNOLOGIES, INC.
(the
Resulting Entity)
This
PLAN
OF CONVERSION is entered into by and between MV FUND II, LLC, a Nevada limited
liability company (the “Constituent Entity”) having an office address at 0000 X
Xxxxxxxxxx Xxxx., Xxx. 000, Xxx Xxxxx, Xxxxxx 00000, and MEDASORB TECHNOLOGIES,
INC., a Nevada limited liability company (the “Resulting Entity”) having an
office address at 0000 X Xxxxxxxxxx Xxxx., Xxx. 000, Xxx Xxxxx, Xxxxxx
00000.
I.
PLAN
OF CONVERSION
A.
Adoption
of Plan.
In
consideration for the mutual promises, covenants, and agreements herein, the
Constituent Entity and the Resulting Entity hereby adopt a PLAN OF CONVERSION
pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes, as
follows:
1.
The Constituent Entity shall be converted into the Resulting Entity, to exist
as
a corporation and be governed by the laws of the State of Nevada under the
name
of MEDASORB TECHNOLOGIES, INC.
2.
The Resulting Entity is a continuation of the existence of the Constituent
Entity.
3.
The title to all property owned by the Constituent Entity is vested in the
Resulting Entity without reversion or impairment, and shall be subject to all
of
the debts and liabilities of the Constituent Entity, in the same manner as
if
the Resulting Entity had itself incurred them.
4.
A proceeding pending against the Constituent Entity may be continued as
if the conversion had not occurred or the Resulting Entity may be substituted
in
the proceeding for the Constituent Entity.
5.
The membership and managing member of the Constituent Entity will convert their
interests for common stock in the Resulting Entity. The percentage of
common stock acquired in the conversion for such interests shall be as set
forth
in Schedule “A,” Schedule of Common Stock Acquired in Conversion, which is
attached
hereto and incorporated herein by reference. The stock ownership shown in Exhibit “A,” constitutes all of the outstanding shares of common stock in the Resulting Entity.
B.
Effective
Date.
The effective date of the conversion shall be the date of filing of the Articles
of Conversion with the Office of the Nevada Secretary of State.
II.
FURTHER
ASSIGNMENTS AND ASSURANCES
If
at any
time the Resulting Entity shall consider or be advised that any further
assignments or assurances in law are necessary to vest or perfect or to confirm
of record in the Resulting Entity the title to any property or gifts of the
Constituent Entity, or otherwise carry out the provisions hereof, the managing
member of the Constituent Entity, as of the effective date of the conversion,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title
to
such property or rights in the Resulting Entity, and otherwise carry out the
provisions hereof.
III.
CONVERSION
OF INTERESTS
A.
Conversion
of Membership and Managing Member Interests to Common
Stock.
Pursuant to the PLAN OF CONVERSION described in Article I above, on the
effective date of this PLAN OF CONVERSION, all of the membership and managing
member interests in the Constituent Entity shall be converted to common stock
in
the Resulting Entity as set forth in Schedule “A.” The shares issued as a result
of this conversion shall be considered for all purposes to be the same ownership
interest as the interests from which they are derived.
B.
Common
Stock in the Resulting Entity.
The
shares of common stock in the Resulting Entity acquired hereunder shall be
subject to the terms and conditions of the Articles of Incorporation and Bylaws
governing the operation and management of the Resulting Entity, executed by
all
necessary persons of the Resulting Entity of even date herewith.
IV.
ARTICLES
OF INCORPORATION
The
Articles of Incorporation of the Resulting Entity shall be filed on the
effective date of the conversion, and together with the Bylaws of the Resulting
Entity shall constitute the constituent documents of the Resulting Entity.
V.
EXPENSES
The
Resulting Entity shall pay all costs and expenses of the
conversion.
2
VI.
MISCELLANEOUS
A.
Notices.
Any notices, requests, demands, or other communications required or permitted
to
be given by law or by the terms of this PLAN OF CONVERSION shall be in writing
and shall be considered given (1) upon personal service of a copy on the party
to be served, or (2) forty-eight (48) hours after the mailing of such notice
by
certified or registered mail, postage prepaid, receipt for delivery requested,
addressed to the party to be served and properly deposited in the United States
mail. Notices shall be given to the parties at the addresses listed in
this PLAN OF CONVERSION. Any change in the address of any party shall be
given by the parties having such change to the other parties in the manner
provided above. Thereafter all notices shall be given in accordance with
the notice of change of address. Notices given before actual receipt of
the notice of change of address shall not be invalidated by the change of
address.
B.
Counterpart
Executions.
This PLAN OF CONVERSION may be executed in any number of counterparts, each
of
which shall be deemed an original.
C.
Controlling
Law.
The validity, interpretation, and performance of this PLAN OF CONVERSION shall
be controlled by and construed under the laws of the State of Nevada as existing
from time to time.
D.
Attorneys'
Fees.
If any party brings any action or proceeding to enforce, protect, or establish
any right or remedy under the PLAN OF CONVERSION, the prevailing party shall
be
entitled to recover reasonable attorneys' fees and costs.
E.
Binding
Effect.
This PLAN OF CONVERSION shall be binding upon and shall inure to the benefit
and
detriment of the parties hereto and their respective personal representatives,
heirs, successors, and assigns.
Dated
this 31st
day of
January, 2006
|
CONSTITUENT
ENTITY
MV
FUND II, LLC,
a
Nevada limited liability company
By:
/s/ Xxx Xxxxxx
Xxx
Xxxxxx
President of MV FUNDING GROUP, INC., Managing Member |
RESULTING
ENTITY
MEDASORB
TECHNOLOGIES, INC., a
Nevada corporation By:
/s/
Xxx Xxxxxx
Xxx
Xxxxxx
President
|
