Drafting Plan of Conversion (Conversion of LLC to C-Corp) on basis of a factual scenario:

Case Facts:

An Indian Private Limited Company, incorporated in the year 2018 and operating in the domain of AI, has expanded to US by incorporating a LLC in Delaware, Skarlight LLC. The Company has achieved a remarkable growth in the last 3 to 4 years and now in the quest of expanding further wants to convert their LLC to C-Corporation with an aim of initiating IPO.

Drafting Plan of Conversion by incorporating the following facts:

?????? The liquidated assets of the company will be converted to common stock of a par value of $1 for each share

?????? The Operating Agreement of the LLC will cease to have any effect from the date the Corporation comes into existence

?????? They don't have any provision for the termination of the plan

?PLAN OF CONVERSION

This Plan of Conversion (this “Plan of Conversion”) of Skarlight LLC, a Delaware Limited Liability Company (the “Company”), is made and entered into effective as of 3rd May, 2023 in accordance with the terms of the Company’s Limited Liability Operating Agreement, (the “LLC Agreement”) dated as of 1st January, 2017, as amended in accordance to Delaware Limited Liability Company Act.

Recitals:

?????? The Company was formed under the name Skarlight LLC on 1st January, 2017 by the filing of a Certificate of Formation with the Secretary of State, Delaware. According to the LLC Agreement, the Company is managed by its board of managers (the “Board”).

?????? A conversion of a Delaware Limited Liability Company into a Delaware Corporation may be made under Title?8, Section?265 of the Delaware General Corporation Law and Title?6, Sub Title – II, Chapter – 18, Subchapter – II (Formation: Certificate of Formation), Section – 216 of the Delaware Limited Liability Company Act.

?????? The Board has unanimously approved the conversion of the Company into a Delaware corporation (the “Conversion”), the terms of this Plan of Conversion.

NOW, THEREFORE, the Company does hereby adopt this Plan of Conversion to effectuate the Conversion as follows:

Terms and Conditions of Conversion:

• The name of the converting entity is Skarlight LLC and the name of the converted entity is Skarlight Inc. (the “Corporation”).
• The Conversion shall become effective at the time of the filing of the Certificate of Conversion (the “Effective Time”) with the Secretary of State, Delaware the form attached hereto as?Exhibit A.
• At the Effective Time, the Company shall continue its existence in the organizational form of a Delaware Corporation. All of the rights, privileges and powers of the Company and all property and all debts due to the Company, as well as all other things and causes of action belonging to the Company, shall remain vested in the Corporation and shall be the property of the Corporation. All actions and resolutions of the Board and the Members, as applicable, taken or adopted from the inception of the Company prior to the Effective Time shall continue in full force and effect as if the Corporation’s Board of Directors and the stockholders, respectively, had taken such actions and adopted such resolutions. All rights of creditors and all liens upon any property of the Company shall be preserved unimpaired, and all debts, liabilities and duties of the Company shall remain attached to the Corporation and may be enforced against the Corporation to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Corporation in its capacity as a Delaware corporation.
• At the Effective Time, all outstanding interests of the Company shall be automatically converted into shares of common stock of the Corporation, par value $1.00 (the “Common Stock”), with such shares of Common Stock having the respective rights, preferences and privileges set forth in the Certificate of Incorporation (as defined below).
• At the Effective Time, the LLC Agreement shall be terminated and will have no further force or effect, and no party shall have any further rights, duties or obligations pursuant to the LLC Agreement, Notwithstanding the foregoing, the termination of the LLC Agreement shall not relieve any party thereto from any liability arising in connection with any breach by such party of the LLC Agreement.

Certificate of Incorporation:

At the Effective Time, an Initial Certificate of Incorporation of the Corporation shall be filed with the Secretary of State; Delaware the form attached hereto as?Exhibit B (the “Initial Certificate of Incorporation”). Pursuant to an Action of the Sole Incorporator in the form attached hereto as?Exhibit C, which shall be executed immediately following the filing of the Initial Certificate of Incorporation, the initial directors of the Corporation shall be elected. Thereafter immediately following the filing of the Initial Certificate of Incorporation, the initial directors shall ratify and approve the bylaws of the Corporation and shall authorize and approve the amended and restated Certificate of Incorporation and shall recommend that the stockholders of the Corporation approve the Restated Certificate of Incorporation. Upon obtaining the foregoing stockholder approval, the Restated Certificate of Incorporation shall be filed with the Secretary of State of the State of Delaware.

U.S.?Federal Income Tax Consequences:

The Conversion has been structured to be treated, for U.S.?federal income tax purposes, as if the Company transferred its assets to the Corporation for shares of the Corporation’s Common Stock pursuant to an exchange described in Section?351 of the Internal Revenue Code of 1986, as amended, followed by a distribution of the shares of the Corporation’s Common Stock to the Members.

Amendment or Termination:

There is no provision to terminate this Plan of Conversion by the Members.

Counterpart:

This Plan of Conversion may be executed in two or more counterparts, and each such counterpart and copy shall be and constitute an original instrument.

Governing Law:

This Plan of Conversion shall be governed by and construed under the laws of the State of Delaware.

?IN WITNESS WHEREOF, the undersigned, having received the required approval from the Board, hereby adopts this Plan of Conversion as of the date set forth above.

?Skarlight, LLC

?By:

Name: Akash Gupta

Title: Chief Executive Officer

????? OR

The undersigned Members of the Company hereby execute agree to and approve this Plan of Conversion, including the exhibits hereto, as of the date set forth above.

By:

Name:

Title:

By:

Name:

Title:

By:

?Name:

Title:

Exhibit?A

Certificate of Conversion

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A LIMITED LIABILITY COMPANY TO A CORPORATION

Pursuant to Title 8, Section?265 of the Delaware General Corporation Law, the undersigned, on behalf of Skarlight, LLC a Delaware Limited Liability Company, does hereby submit this Certificate of Conversion for converting to a Delaware Corporation.

?1.

The date on which Skarlight, LLC was first formed is 1st January, 2017

??2.

The jurisdiction in which Skarlight, LLC was first formed is the state of Delaware.

?3.

The jurisdiction immediately prior to the filing of this Certificate of Conversion is the state of Delaware.

?4.

The name of the limited liability company immediately prior to the filing of this Certificate of Conversion is “Skarlight, LLC”.

?5.

The name of the corporation as set forth in its Certificate of Incorporation filed in accordance with Section?265(b) (2) of the Delaware General Corporation Law is “Skarlight, Inc.”.

IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting limited liability company has executed this Certificate on this 3rd day of May, 2023.

Skarlight, LLC

By:

Name: Akash Gupta

Title: Chief Executive Officer

Exhibit?B

Initial Certificate of Incorporation

CERTIFICATE OF INCORPORATION

OF

Skarlight, Inc.

?1.

The name of the corporation is Skarlight, Inc.

?2.

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

?3.

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

?4.

The total number of shares of stock which the corporation shall have authority to issue is --- each with a $1.00 par value.

?5.

The name and mailing address of the incorporator is as follows:

?

Name

Address

Partha Pratim Sen

??371, Block – ‘G’, New Alipore, Kolkata – 700 053, India

?6.

The corporation is to have perpetual existence.

?7.

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation as of 3rd May, 2023.

Partha Pratim Sen

Sole Incorporator

Exhibit?C

Action of the Sole Incorporator

Skarlight, Inc.

INFORMAL ACTION OF THE SOLE INCORPORATOR

THE UNDERSIGNED, being the Sole Incorporator of Skarlight, Inc. a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby consents, pursuant to Sections 107 and 108 (c) of the General Corporation Law of the State of Delaware, to the adoption of the following resolutions with the same force and effect as if such resolutions had been adopted at a duly convened meeting of the sole incorporator of the Company:

RESOLVED, that the Board of Directors of the Company consists of -- members; and be it

FURTHER RESOLVED, that of the Members – and – be and hereby is, elected as a Director/s of the Company effective on the date here of, to serve or hold office until the first annual meeting of stockholders or until their successors are elected and qualify; and be it

FURTHER RESOLVED, that Akash Gupta be and hereby appointed as the Chairman of the Board of Directors of the Company; and be it

FURTHER RESOLVED, the Sole Incorporator of the Company shall have no further rights, duties, or obligations in connection with the Company as incorporator thereof.

Executed as of the date set forth beside the sole incorporator’s signature below.