Longeveron Inc. - FORM S-1/A - EX-2.2 - FORM OF CERTIFICATE OF CONVERSION OF LONGEVERON LLC - February 3, 2021

Attached files

file filename
S-1/A - AMENDMENT NO. 1 TO REGISTRATION STATEMENT - Longeveron Inc.ea134523-s1a1_longeveron.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Longeveron Inc.ea134523ex23-1_longeveron.htm
EX-10.14 - FORM OF INDEMNIFICATION AGREEMENT FOR OFFICERS AND DIRECTORS - Longeveron Inc.ea134523ex10-14_longeveron.htm
EX-10.13 - FORM OF LONGEVERON INC. 2021 INCENTIVE AWARD PLAN - Longeveron Inc.ea134523ex10-13_longeveron.htm
EX-5.1 - FORM OF OPINION OF BUCHANAN INGERSOLL & ROONEY PC - Longeveron Inc.ea134523ex5-1_longeveron.htm
EX-4.2 - FORM OF UNDERWRITER WARRANTS - Longeveron Inc.ea134523ex4-2_longeveron.htm
EX-4.1 - SPECIMEN CLASS A COMMON STOCK CERTIFICATE EVIDENCING THE SHARES OF CLASS A COMMO - Longeveron Inc.ea134523ex4-1_longeveron.htm
EX-3.2 - FORM OF BYLAWS OF LONGEVERON INC., TO BE IN EFFECT UPON COMPLETION OF THE REGIST - Longeveron Inc.ea134523ex3-2_longeveron.htm
EX-3.1 - FORM OF CERTIFICATE OF INCORPORATION OF LONGEVERON INC., TO BE IN EFFECT UPON CO - Longeveron Inc.ea134523ex3-1_longeveron.htm
EX-2.1 - FORM OF PLAN OF CONVERSION - Longeveron Inc.ea134523ex2-1_longeveron.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Longeveron Inc.ea134523ex1-1_longeveron.htm

Exhibit 2.2

 

FORM OF

CERTIFICATE OF CONVERSION

FROM A LIMITED LIABILITY COMPANY TO

A CORPORATION PURSUANT TO

SECTION 265 OF THE DELAWARE

GENERAL CORPORATION LAW

 

1. The jurisdiction where the limited liability company was first formed, and its jurisdiction immediately prior to filing this Certificate of Conversion, is the State of Delaware.

 

2. The date on which the limited liability company was first formed is October 9, 2014.

 

3. The name of the limited liability company immediately prior to the filing of this Certificate of Conversion is Longeveron LLC.

 

4. The name of the corporation as set forth in its Certificate of Incorporation is Longeveron Inc.

 

IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting limited liability company has executed this Certificate of Conversion on the [●] day of ________________, 2021.

 

       
  By:  
    Name:    Geoff Green
    Title: Chief Executive Officer