PLAN OF CONVERSION OF [NAME OF DE ENTITY] TO [SERIES LIMITED LIABILITY COMPANY NAME]
Exhibit 2.3
OF
[NAME OF DE ENTITY]
TO [SERIES LIMITED LIABILITY COMPANY NAME]
This Plan of Conversion (this “Plan”) is entered into by and between [NAME OF DE Series LLC], a Delaware series limited liability company (the “Converting Entity”), which intends to convert (the “Conversion”) into [NAME OF TX Series LLC], a Texas series limited liability company (the “Converted Entity”) as of this ___ day of __________ , 2025.
RECITALS
WHEREAS, the Converting Entity is a Delaware series limited liability company duly organized and existing under the laws of the State of Delaware;
WHEREAS, the [MEMBERS/MANAGERS] has/have determined that it is advisable and in the best interests of the Converting Entity and its [MEMBERS/MANAGERS] to convert from a Delaware Series LLC to a Texas Series LLC;
WHEREAS, in accordance with, Section 18-214 of the Delaware Limited Liability Company Act (“DLLCA”) and Section 10.102 of the Texas Business Organizations Code (“TBOC”) the Converting Entity proposed to effect the Conversion into the Converted Entity;
WHEREAS, the form, terms and provisions of this Plan have been authorized, approved and adopted by the [MEMBERS/MANAGERS] of the Converting Entity.
NOW THEREFORE, the undersigned agree as follows:
| 1. | Conversion. |
| A. | The name of the Converting Entity is Masterworks Vault 12, LLC. a Delaware Series limited liability company. | |
| B. | The name of the Converted Entity shall be Masterworks Vault 12, LLC, a Texas series limited liability company. | |
| C. | Upon the Effective Time (as defined below), and in accordance with Section 18-214 of the DLLCA and Section 10.102 of the TBOC, the Converting Entity shall be converted from a Delaware series limited liability company to a Texas series limited liability company and shall thereafter be subject to all of the provisions of the TBOC, except not withstanding Section 3.005 of the TBOC, the existence of the Converted Entity shall be deemed to have commenced on the date the Converting Entity commenced its existence in the State of Delaware. |
| Plan of Conversion | [NAME OF DE LLC] |
| D. | Upon the Effective Time (as defined below), and by virtue of the Conversion and without any further action on the part of the Converting Entity or its members, the Converted Entity shall for all purposes of the laws of the State of Texas, be deemed to be the same entity as the Converting Entity existing immediately prior to the Effective Time. Upon the Effective Time (as defined below), by virtue of the Conversion and without any further action on the part of the Converting Entity or its members, for all purposes of the laws of the State of Texas, all of the rights, privileges and powers of the Converting Entity existing immediately prior to the Effective Time, and all property, real, personal and mixed, and all debts due to the Converting Entity existing immediately prior to the Effective Time, shall remain vested in the Converted Entity and shall be the property of the Converted Entity and the title to any real property vested by deed or otherwise in the Converting Entity existing immediately prior to the Effective Time shall not revert or be in any way impaired by reason of the Conversion; but all creditors and all liens upon any property of the Converting Entity existing immediately prior to the Effective Time shall be preserved unimpaired, and all debts, liabilities and duties of the Converting Entity existing immediately prior to the Effective Time shall remain attached to the Converted Entity upon the Effective Time, and may be enforced against the Converted Entity to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Converted Entity in its capacity as a Series limited liability company of the State of Texas. The rights, privileges, powers and interests in property of the Converting Entity existing immediately prior to the Effective Time, as well as the debts, liabilities and duties of the Converting Entity existing immediately prior to the Effective Time, shall not be deemed, as a consequence of the Conversion, to have been transferred to the Converted Entity upon the Effective Time for any purpose of the laws of the State of Texas. | |
| E. | The Conversion shall not be deemed to affect any obligations or liabilities of the Converting Entity incurred prior to the Conversion of the personal liability of any person incurred prior to the Conversion. |
| 2. | Filings. As promptly as practicable following the adoption of this Plan by the [MEMBER/MANAGERS] of the Converting Entity, the Converting Entity shall cause the Conversion to be effective by: |
| A. | Executing and filing (or causing the execution and filing of) a Certificate of Conversion pursuant to Section §18-214 of the DLCCA, substantially in the form of Exhibit A. | |
| B. | Executing and filing (or causing the execution and filing of) a Certificate of Conversion pursuant to Section §10.154 of the TBOC, substantially in the form of Exhibit B. | |
| C. | Executing and filing (or causing the execution and filing of) a Certificate of Organization of the Converted Entity pursuant to Section TBOC §3.005 & §101.601–101.622 of the TBOC, substantially in the form of Exhibit C. |
| 3. | Effective Time. The Conversion shall become effective upon the later of (i) the effectiveness of the filing of the Certificate of Conversion and ii) the effectiveness of the filing of the of the Certificate of Conversion and Certificate of Formation. |
| 4. | Effect of Conversion. Each Member’s interest, including series interests, in the Converting Entity shall be converted in its entirety to an equal portion of interest ownership in the Converted Entity as set forth on Schedule 1. Each Member shall execute an assignment to evidence the above conversion of his or her entire interest in the Converting Entity to the Converted Entity in exchange for an equal interest ownership in the Converted Entity as provided herein. |
| 5. | Further Assurances. If, at any time after the Effective Time, the Converted Entity shall determine or be advised that any deeds, bills of sale, assignments, agreements, documents or assurances or any other acts or things are necessary, desirable or proper, consistent with the terms of this Plan, (a) to vest, perfect or confirm, of record or otherwise, in the Converted Entity its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the Converting Entity existing immediately prior to the Effective Time, or (b) to otherwise carry out the purposes of this Plan, the Converted Entity and its Managers or members (or their designees), are hereby authorized to solicit in the name of the Converted Entity any third-party consents or other documents required to be delivered or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties or assets of the Converting Entity existing immediately prior to the Effective Time and otherwise to carry out the purposes of this Plan. |
| 6. | Texas Operating Agreement. Upon the Effective Time, the operating company of the Converted Entity shall be the operating agreement of the Converted Entity, substantially in the form of Exhibit D hereto. |
| 7. | Miscellaneous. |
| A. | Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person other than as expressly provided herein. For the avoidance of doubt, following the Conversion the Converting Entity will hold all of the rights and obligations of the Converted Entity under this Plan. | |
| B. | Severability. Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Plan. |
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IN WITNESS WHEREOF, the undersigned Members, on their behalf and on behalf of the Converting Entity, have executed this Agreement as of the date first set forth above.
| [NAME OF DELAWARE SERIES LLC] | |
| Member | |
| Member | |
| Member |
Schedule 1
MEMBERSHIP INTERESTS
| Member Name | Current Membership Interest in the Company |
Percentage of Stock to be Owned in the Corporation | ||
Exhibit A
[Certificate of CONVERSION (DELAWARE)]
Exhibit B
[CERTIFICATE OF CONVERSION (TEXAS)]
Exhibit c
[CERTIFICATE OF FORMATION]
Exhibit d
[OPERATING AGREEMENT]