Common use of Conversion of Equity Clause in Contracts

Conversion of Equity. (a) At the Effective Time on the Effective Date, (i) all shares of common stock, par value $1.00 per share, of ELS ESI (“ELS ESI Common Stock”) issued and outstanding immediately prior thereto and owned by Sxxxxxx X. Xxxx shall be converted into the right to receive, collectively, 200,000 shares of common stock, par value $0.0001 per share, of Resolve (“Resolve Common Stock”) for all shares of ELS ESI Common Stock so converted; and (ii) all shares of ELS ESI Common Stock issued and outstanding immediately prior thereto and owned by Wxxxxxx X. Xxxxxx shall be converted into the right to receive, collectively, for all shares of ELS ESI Common Stock so converted (A) a promissory note from Resolve in the principal amount of $105,000, and (B) 25,000 shares of Resolve Common Stock (collectively, the “ELS ESI Merger Consideration”). On the Closing Date, Resolve will send irrevocable instructions to its transfer agent to issue certificates to Sxxxxxx X. Xxxx and Wxxxxxx X. Xxxxxx representing 200,000 and 25,000 shares of Resolve Common Stock, respectively, to be issued hereunder. For purposes of this Agreement, the shares of Resolve Stock being issued hereunder are valued at $2.00 per share. (b) The shares of Resolve Common Stock to be issued as set forth in the above paragraph shall not be registered under state or federal securities laws but shall qualify as exempt from registration under Regulation D promulgated under the Securities Act of 1933 (“Act”) or other recognized exemptions from registration, and as such, shall be deemed to be restricted securities as defined in Rule 144(a)(3) of the Act. As such, the Resolve Common Stock shall include a customary form of restrictive legend which indicates that the shares may not be resold, transferred, pledged or hypothecated by the holder(s) thereof unless such shares are registered under the Act or in accordance with a legal opinion permitting such sale or transfer, which legal opinion shall be in form and substance acceptable to counsel for Resolve. (c) All equity of Merger Sub outstanding at the Effective Time shall be cancelled as of the Effective Time.

Conversion of Equity. (a) At the Effective Time on the Effective Date, (i) all shares of common stock, par value $1.00 10.00 per share, of ELS ESI Mandalay (“ELS ESI Mandalay Common Stock”) issued and outstanding immediately prior thereto and owned by Sxxxxxx Sxxxx X. Xxxx Xxxxx shall be converted into the right to receive, collectively, 200,000 shares of common stock, par value $0.0001 per share, of Resolve (“Resolve Common Stock”) for all shares of ELS ESI Mandalay Common Stock so converted; and (ii) all shares of ELS ESI Mandalay Common Stock issued and outstanding immediately prior thereto and owned by Wxxxxxx Rxxxxx X. Xxxxxx Xxxxxxxx shall be converted into the right to receive, collectively, for all shares of ELS ESI Mandalay Common Stock so converted (A) a promissory note from Resolve in the principal amount of $105,00091,107, and (B) 25,000 32,215 shares of Resolve Common Stock (collectively, the “ELS ESI Mandalay Merger Consideration”). On the Closing Date, Resolve will send irrevocable instructions to its transfer agent to issue certificates to Sxxxxxx Sxxxx X. Xxxx Xxxxx and Wxxxxxx Rxxxxx X. Xxxxxx Xxxxxxxx representing 200,000 and 25,000 32,215 shares of Resolve Common Stock, respectively, to be issued hereunder. For purposes of this Agreement, the shares of Resolve Stock being issued hereunder are valued at $2.00 per share. (b) The shares of Resolve Common Stock to be issued as set forth in the above paragraph shall not be registered under state or federal securities laws but shall qualify as exempt from registration under Regulation D promulgated under the Securities Act of 1933 (“Act”) or other recognized exemptions from registration, and as such, shall be deemed to be restricted securities as defined in Rule 144(a)(3) of the Act. As such, the Resolve Common Stock shall include a customary form of restrictive legend which indicates that the shares may not be resold, transferred, pledged or hypothecated by the holder(s) thereof unless such shares are registered under the Act or in accordance with a legal opinion permitting such sale or transfer, which legal opinion shall be in form and substance acceptable to counsel for Resolve. (c) All equity of Merger Sub outstanding at the Effective Time shall be cancelled as of the Effective Time.

Conversion of Equity. (a) At the Effective Time on the Effective Date, (i) all shares membership units of common stock, par value $1.00 per share, of ELS ESI Diversified (“ELS ESI Common StockDiversified Equity”) issued and outstanding immediately prior thereto and owned by Sxxxxxx Rxxxxx X. Xxxx shall be converted into the right to receive, collectively, 200,000 shares of common stock, par value $0.0001 per share, of Resolve (“Resolve Common Stock”) for all shares of ELS ESI Common Stock so converted; and (ii) all shares of ELS ESI Common Stock issued and outstanding immediately prior thereto and owned by Wxxxxxx X. Xxxxxx Xxxxxxxx shall be converted into the right to receive, collectively, for all shares of ELS ESI Common Stock Diversified Equity so converted (A) a promissory note from Resolve in the principal amount of $105,00023,078, and (B) 25,000 204,049 shares of Resolve Common Stock (collectively, the “ELS ESI Diversified Merger Consideration”). On the Closing Date, Resolve will send irrevocable instructions to its transfer agent to issue certificates a certificate to Sxxxxxx Rxxxxx X. Xxxx and Wxxxxxx X. Xxxxxx Xxxxxxxx representing 200,000 and 25,000 204,049 shares of Resolve Common Stock, respectively, Stock to be issued hereunder. For purposes of this Agreement, the shares of Resolve Stock being issued hereunder are valued at $2.00 per share. (b) The shares of Resolve Common Stock to be issued as set forth in the above paragraph shall not be registered under state or federal securities laws but shall qualify as exempt from registration under Regulation D promulgated under the Securities Act of 1933 (“Act”) or other recognized exemptions from registration, and as such, shall be deemed to be restricted securities as defined in Rule 144(a)(3) of the Act. As such, the Resolve Common Stock shall include a customary form of restrictive legend which indicates that the shares may not be resold, transferred, pledged or hypothecated by the holder(s) thereof unless such shares are registered under the Act or in accordance with a legal opinion permitting such sale or transfer, which legal opinion shall be in form and substance acceptable to counsel for Resolve. (c) All equity of Merger Sub outstanding at the Effective Time shall be cancelled as of the Effective Time.