Common use of Conversion of Units Clause in Contracts

Conversion of Units. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Company Common Units or Company Incentive Units (collectively, the “Units”) or any unit of membership interests of Merger Sub: (a) Each Unit issued and outstanding immediately prior to the Effective Time (other than Cancelled Units) shall be converted into the right to receive (i) out of the Closing Cash Consideration an amount of cash (without interest) and (ii) out of the Closing Stock Consideration a number of shares of Parent Common Stock, in each case as set forth in the Consideration Spreadsheet, together with any amounts that may be payable in respect of such Unit from the Escrow Fund, the Holder Representative Expense Fund or as contemplated by Schedule 2.7 as provided in this Agreement and the Escrow Agreement or pursuant to the Earnout Provisions, at the respective times and subject to the contingencies specified herein and therein (based upon such Holder’s Pro Rata Percentage subject to adjustment to take into account any distributions from the Escrow Fund attributable solely to such Holder pursuant to Section 2.14(f) and Section 8.2(b)); (b) Each Unit that is owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (c) Each Unit that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (the Units described in Section 2.7(b) and this Section 2.7(c), “Cancelled Units”); and (d) The sole membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the sole membership interest of the Surviving Company.

Conversion of Units. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subthe Company, the Company Acquiror or any the holder of any Company Common Units or Company Incentive Units (collectively, of the “Units”) or any unit of membership interests of Merger Subfollowing securities: (a) Each All units of limited liability company interests of the Company (each, a “Company Unit” and, together, the “Company Units”) that are issued and outstanding and are owned by the Acquiror or any of its Consolidated Subsidiaries immediately prior to the Effective Time shall be cancelled and shall cease to exist and no shares of beneficial interest of the Acquiror (each, an “Acquiror Share” and, together, the “Acquiror Shares”) or any other consideration shall be delivered in exchange therefor (such Company Units, the “Cancelled Units”). (b) Subject to Section 1.5(d), each Company Unit issued and outstanding immediately prior to the Effective Time (other than except for the Cancelled Units) shall be converted, in accordance with and subject to the procedures set forth in ARTICLE II, into the right to receive an amount in cash equal to the Company Per Unit NAV (the “Merger Consideration”). (c) All Company Units converted into the right to receive (i) out the Merger Consideration pursuant to this ARTICLE I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Closing Cash Consideration an amount Effective Time, and each holder of cash a book-entry unit (without interest“Book-Entry Unit”) and (ii) out of the Closing Stock Consideration a number of shares of Parent Common Stock, in each case as set forth in the Consideration Spreadsheet, together with any amounts that may be payable in respect of such Unit from the Escrow Fund, the Holder Representative Expense Fund or as contemplated by Schedule 2.7 as provided in this Agreement and the Escrow Agreement or pursuant to the Earnout Provisions, at the respective times and subject to the contingencies specified herein and therein (based upon such Holder’s Pro Rata Percentage subject to adjustment to take into account any distributions from the Escrow Fund attributable solely to such Holder pursuant to Section 2.14(f) and Section 8.2(b)); (b) Each Unit that is owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and represented an outstanding Company Unit shall cease to existhave any rights with respect to such Book-Entry Unit other than the right to receive, and no cash or other consideration shall be delivered or deliverable upon surrender of such Book-Entry Unit in exchange therefor; (c) Each Unit that is held in accordance with Section 2.2, the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (the Units described in Section 2.7(b) and this Section 2.7(c), “Cancelled Units”); andMerger Consideration. (d) The sole membership interest of Merger Sub issued Company Per Unit NAV shall be appropriately adjusted if, between the Determination Date and outstanding immediately prior to the Effective Time Time, the outstanding Company Units shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, share split, reverse share split, split-up, combination or exchange of shares, or if a share dividend or dividend payable in any other securities shall be converted into the sole membership interest authorized and declared with a record date within such period, as permitted by this Agreement. Nothing in this Section 1.5(d) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of the Surviving Companythis Agreement.

Conversion of Units. At Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Company Common Units or Company Incentive Units (collectively, the “Units”) or any unit of membership interests of Merger Subholders thereof: (a) Each Unit issued and outstanding immediately prior to the Effective Time (other than Cancelled Units) shall be converted into the right to receive (i) out any Units which are held by any wholly owned Subsidiary of the Closing Cash Consideration an amount of cash Company (without interest) and (ii) out of including any Units which are held by the Closing Stock Consideration a number of shares of Blockers that are actually acquired by the Parent Common Stock, in each case as set forth in the Consideration Spreadsheet, together with any amounts that may be payable in respect of such Unit from the Escrow Fund, the Holder Representative Expense Fund or as contemplated by Schedule 2.7 as provided in this Agreement and the Escrow Agreement or pursuant to the Earnout Provisions, at the respective times and subject to the contingencies specified herein and therein (based upon such Holder’s Pro Rata Percentage subject to adjustment to take into account any distributions from the Escrow Fund attributable solely to such Holder pursuant to Section 2.14(f) and Section 8.2(b)); (b) Each Unit that is owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash Closing) or other consideration shall be delivered or deliverable in exchange therefor; (c) Each Unit that is held in the treasury of the Company or owned by the Company Parent or any the Merger Sub, all of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and which shall cease to existbe outstanding and be canceled and none of which shall receive any payment with respect thereto) and all rights in respect thereof, and no in the case of Class B Units whether or not then vested, shall, by virtue of the Merger and without any action on the part of the holder thereof, forthwith cease to exist and be converted into and represent the right to receive an amount in cash or other consideration shall be delivered or deliverable equal to the sum of: (i) with respect to each such Class A Unit only, the Unreturned Capital Contribution in exchange therefore respect of such Class A Unit, if any; (ii) with respect to each such Class A Unit only, the Units described Revaluation Amount in Section 2.7(brespect of such Class A Unit, if any; (iii) and this Section 2.7(c), “Cancelled Units”)the Per Unit Closing Residual Cash Consideration; and (div) the Per Unit Additional Merger Consideration; plus any amounts payable in respect of a Unit of the Contingent Consideration set forth in Section 1.16. The sole aggregate consideration to which holders of Units become entitled pursuant to this Section 1.02(a) is referred to herein as the “Merger Consideration”. (b) Each membership interest of the Merger Sub (a “Merger Sub Interest”) issued and outstanding immediately prior to the Effective Time shall be converted into common units in the sole Surviving Company, as such common units are provided for by the Surviving Company LLC Agreement. As of the Effective Time, the Merger Sub Interests shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and the holder or holders of such membership interest interests shall cease to have any rights with respect thereto, except the right to receive the common units in the Surviving Company to be issued in consideration therefore as provided herein, without interest. As of the Effective Time, the Parent shall be the holder of all the issued and outstanding units of the Surviving Company.

Conversion of Units. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Company Common Units or Company Incentive Units (collectively, the “Units”) or any unit of membership interests of Merger Subparty: (a) Each Unit (and the membership interests represented thereby) issued and outstanding immediately prior to the Effective Time (other than Cancelled Units) shall be converted into the right to receive (i) out any Units (and the membership interests represented thereby) which are held by any wholly owned Subsidiary of the Closing Cash Consideration an amount of cash (without interest) and (ii) out of the Closing Stock Consideration a number of shares of Parent Common Stock, in each case as set forth in the Consideration Spreadsheet, together with any amounts that may be payable in respect of such Unit from the Escrow Fund, the Holder Representative Expense Fund Company or as contemplated by Schedule 2.7 as provided in this Agreement and the Escrow Agreement or pursuant to the Earnout Provisions, at the respective times and subject to the contingencies specified herein and therein (based upon such Holder’s Pro Rata Percentage subject to adjustment to take into account any distributions from the Escrow Fund attributable solely to such Holder pursuant to Section 2.14(f) and Section 8.2(b)); (b) Each Unit that is owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (c) Each Unit that is held in the treasury of the Company or owned by the Purchaser or the Merger Sub, all of which shall cease to be outstanding and be canceled and none of which shall receive any payment with respect thereto, and (ii) any Units (and the membership interests represented thereby) which are held by the Blocker Corp, all of which shall be converted, without Blocker Corp receiving any payment with respect thereto, into common units in the Surviving Company with a fair market value equal to the fair market value of such Units held by the Blocker Corp, as such common units are provided for by the Surviving Company LLC Agreement) and all rights in respect thereof shall, by virtue of the Merger and without any action on the part of the holder thereof, forthwith cease to exist and be converted into and represent the right to receive an amount in cash, without interest, equal to the Allocable Portion of the Closing Merger Consideration attributable to such Unit plus any Additional Merger Consideration attributable to such Unit. Notwithstanding anything herein to the contrary, twenty-five percent (25%) of the Allocable Portion of the Closing Merger Consideration plus twenty-five percent (25%) of any Additional Merger Consideration payable by the Purchaser pursuant to the immediately preceding sentence with respect to the Units set forth on the Management Holdback Schedule (less the purchase price paid by such Unitholder for such Units, which amount is also set forth on such Schedule) shall, in accordance with the terms of the Escrow Agreement be placed into the Management Holdback Escrow Account (the “Management Holdback Escrow”), at the Purchaser’s expense, and such portion of the Management Holdback Escrow attributable to each such Unitholder, together with any earnings thereon, shall be released, and the Purchaser shall instruct the Escrow Agent to release, (i) to such Unitholder, on the earlier of (x) the date set forth on the Management Holdback Schedule with respect to such Unitholder, if he or she is employed by the Purchaser or any of its wholly owned Subsidiaries Affiliates as of such date and (y) the date on which the employment of such Unitholder is terminated (1) by his or her employer, if such termination is without “cause” (as defined in the agreement evidencing the award of such Unit), (2) by such Unitholder for “good reason” (as defined in the agreement evidencing the award of such Unit) or (3) due to death or disability of such Unitholder or (ii) to the Paying Agent, on the date set forth on the Management Holdback Schedule with respect to such Unitholder, if such Unitholder is not employed by the Purchaser or any of its Affiliates as of such date and the termination of such Unitholder’s employment was not as a result of any of the circumstances set forth in clause (y) above. Any amounts placed in the Management Holdback Escrow Account that are distributed to the Paying Agent pursuant to the immediately preceding sentence (i) except as otherwise contemplated by clause (ii) below, shall be treated as Additional Merger Consideration for all purposes hereunder and (ii) shall be distributed to the holders of Common Units set forth on the MH Release Distribution Schedule pro rata based on the percentages set forth opposite the name of each Person on such schedule; provided, that any Common Units held by the Blocker Corp immediately prior to the Effective Time shall automatically will be cancelled and retired and shall cease deemed to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (have been held by the Units described in Section 2.7(b) and Blocker Seller for this Section 2.7(c), “Cancelled Units”); andpurpose. (db) The sole Each membership interest of the Merger Sub (a “Merger Sub Interest”) issued and outstanding immediately prior to the Effective Time shall be converted into common units in the sole Surviving Company, as such common units are provided for by the Surviving Company LLC Agreement. As of the Effective Time, the Merger Sub Interests shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holder or holders of such membership interest interests shall cease to have any rights with respect thereto, except the right to receive common units in the Surviving Company to be issued in consideration therefor as provided herein, without interest. As of the Effective Time, the Purchaser and the Blocker Corp shall be the holders of all the issued and outstanding units of the Surviving Company.

Conversion of Units. (a) At the GP Effective Time, by virtue of the GP Merger and without any further action on the part of Parentany Person, (i) each membership interest in GP issued and outstanding immediately prior to the GP Effective Time and all rights in respect thereof shall, by virtue of the GP Merger Suband without any action on the part of the holder thereof, forthwith cease to exist and be automatically cancelled and no consideration will be received therefor and (ii) each membership interest of Merger Sub 1 issued and outstanding immediately prior to the GP Effective Time, shall be converted into one (1) membership interest of the Surviving GP, as such membership interest is provided for by the Surviving GP LLC Agreement. As of the GP Effective Time, the Company or any holder of any Company Common Units or Company Incentive Units (collectively, the “Units”) or any unit of membership interests of Merger Sub:Sub 1 shall no longer be outstanding and shall automatically be canceled and cease to exist, and the holder or holders of such membership interests shall cease to have any rights with respect thereto, except the right to receive membership interests of the Surviving GP to be issued in consideration therefor as provided herein, without interest. (ab) Each At the Partnership Effective Time, by virtue of the Partnership Merger and without any action on the part of any Person, (i) each Unit issued and outstanding immediately prior to the Partnership Effective Time (other than Cancelled the GP Units) shall and all rights in respect thereof shall, by virtue of the Partnership Merger and without any action on the part of the holder thereof, forthwith cease to exist and be converted into and represent the right to receive an amount in cash, without interest, equal to a portion (ias determined by the Sellers’ Representative in accordance with the Partnership LP Agreement) of (A) the Final Purchase Price, (B) any remaining amounts distributable by the Sellers’ Representative in respect of such Units out of the Closing Cash Consideration an amount Expense Holdback Amount in accordance with Section 10.16(b), and (C) any amounts distributable by the Sellers’ Representative in respect of cash (without interest) such Units out of the Purchase Price Escrow Amount to the Sellers, in each case in accordance with this Agreement and (ii) out of the Closing Stock Consideration a number of shares of Parent Common Stock, in each case as set forth in the Consideration Spreadsheet, together with any amounts that may be payable in respect of such Unit from the Escrow Fund, the Holder Representative Expense Fund or as contemplated by Schedule 2.7 as provided in this Agreement and the Escrow Agreement or pursuant to the Earnout Provisions, at the respective times and subject to the contingencies specified herein and therein (based upon such Holder’s Pro Rata Percentage subject to adjustment to take into account any distributions from the Escrow Fund attributable solely to such Holder pursuant to Section 2.14(f) and Section 8.2(b)); (b) Each Unit that is owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (c) Each Unit that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (the Units described in Section 2.7(b) and this Section 2.7(c), “Cancelled Units”); and (d) The sole membership interest of Merger Sub 2 issued and outstanding immediately prior to the Partnership Effective Time Time, shall be converted into the sole membership interest one (1) unit of the Surviving CompanyPartnership, as such unit is provided for by the Surviving Partnership LP Agreement. The aggregate of the amounts payable in respect of all Units (other than the GP Units) pursuant to clause (i) of the preceding sentence is referred to herein as the “Merger Consideration”. As of the Partnership Effective Time, the membership interests of Merger Sub 2 shall no longer be outstanding and shall automatically be canceled and cease to exist, and the holder or holders of such membership interests shall cease to have any rights with respect thereto, except the right to receive units of the Surviving Partnership to be issued in consideration therefor as provided herein, without interest. (c) The GP Units in the Partnership issued and outstanding immediately prior to the Partnership Effective Time will remain outstanding in the form set forth in the Partnership LP Agreement. (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Units (if any) owned by the Partnership or any of the Partnership Subsidiaries or by Parent or its wholly owned Subsidiaries will automatically be cancelled and no consideration will be received therefor. (e) After giving effect to the transactions contemplated by this Agreement, Parent shall be the holder, directly or indirectly, of all of the issued and outstanding units of the Surviving Partnership.

Conversion of Units. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentCompany, Buyer or Merger Sub, Sub or the Company or any holder of any Company Common Units or Company Incentive Units (collectively, of the “Units”) or any unit of membership interests of Merger Subfollowing securities: (a) Each Unit issued and outstanding immediately prior to the Effective Time (other than Cancelled Units) shall be converted into the right to receive (i) out common unit of the Closing Cash Consideration an amount of cash (without interest) and (ii) out of the Closing Stock Consideration a number of shares of Parent Common Stock, in each case as set forth in the Consideration Spreadsheet, together with any amounts that may be payable in respect of such Unit from the Escrow Fund, the Holder Representative Expense Fund or as contemplated by Schedule 2.7 as provided in this Agreement and the Escrow Agreement or pursuant to the Earnout Provisions, at the respective times and subject to the contingencies specified herein and therein (based upon such Holder’s Pro Rata Percentage subject to adjustment to take into account any distributions from the Escrow Fund attributable solely to such Holder pursuant to Section 2.14(f) and Section 8.2(b)); (b) Each Unit that is owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (c) Each Unit that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (the Units described in Section 2.7(b) and this Section 2.7(c), “Cancelled Units”); and (d) The sole membership limited liability company interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each common unit of limited liability company interest of Company (each, a “Company Common Unit”) issued and outstanding immediately prior to the Effective Time that are owned by Company, Buyer or any of their respective Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor (such interests, the “Cancelled Units”). (c) Each Company Common Unit issued and outstanding immediately prior to the Effective Time, except for the Cancelled Units, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive, subject to the terms and conditions of this Agreement, an amount in cash, without interest, equal to the Per Unit Member Consideration. (d) All Company Common Units converted into the sole membership right to receive the Per Unit Member Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each holder of a Company Common Unit, all of which are in non-certificated book-entry form, shall thereafter cease to have any rights with respect to such Company Common Units, other than the right to receive, in accordance with Section 2.2, the Per Unit Member Consideration. (e) Discounted Closing Net Asset Value shall be appropriately adjusted if, between the Determination Date and the Effective Time, as permitted by this Agreement, (i) the outstanding Company Common Units shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, share split, reverse share split, split-up, combination or exchange of shares, (ii) any principal of the underlying portfolio investments that has been repaid, (iii) a dividend or distribution shall have been declared and paid and (iv) Indebtedness for borrowed money shall have been incurred, paid, discharged or satisfied. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement. (f) Surviving Company shall be deemed to have issued to Buyer an amount of common units of limited liability company interest of the Surviving CompanyCompany equal to the “Buyer Issued Unit Amount” determined in accordance with the formula set forth on Exhibit A (such issuance, the “Buyer Equity Issuance”).

Conversion of Units. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subthe Silver Spike Parties, the Company or any holder of any Company Common Units or Company Incentive Units (collectivelyUnits, the “Units”) or any unit of membership interests of Merger Sub: (a) Each each Common Unit issued and outstanding immediately prior to the Effective Time (other than Cancelled Units) shall be converted into the right to receive (i) out of the Closing Cash Consideration an amount of cash (without interest) and (ii) out of the Closing Stock Consideration a number of shares of Parent Common Stock, in each case as set forth in the Consideration Spreadsheet, together with any amounts that may be payable in respect of such Unit from the Escrow Fund, the Holder Representative Expense Fund or as contemplated by Schedule 2.7 as provided in this Agreement and the Escrow Agreement or pursuant to the Earnout Provisions, at the respective times and subject to the contingencies specified herein and therein (based upon such Holder’s Pro Rata Percentage subject to adjustment to take into account any distributions from the Escrow Fund attributable solely to such Holder pursuant to Section 2.14(f) and Section 8.2(b)); (b) Each Incentive Unit that is owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (c) Each Unit that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (the Units described in Section 2.7(b) and this Section 2.7(c), “Cancelled Units”); and (d) The sole membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become the sole membership interest right to receive a proportionate share of the Merger Consideration, as determined pursuant to this ‎Section 4.01. As of the Effective Time, all such Common Units shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Common Units and Incentive Units shall thereafter cease to have any rights with respect thereto, except the right to receive the consideration set forth in this ‎Section 4.01. (b) Each Holder of a Class A Unit (other than Class A-3 Units, which are subject to ‎Section 4.01(c)) shall be entitled to receive its Class A Proportionate Interest of each of (i) the Closing Cash Payment, (ii) the Aggregate Class A Equity Consideration, and (iii) any portion of the Holder Representative Amount to which Holders are entitled pursuant to ‎Section 4.07. (c) Each Holder of a Class A-3 Unit shall be entitled to receive its Class A-3 Proportionate Interest of the Aggregate Class A-3 Equity Consideration. (d) Each Holder of a Class B Unit shall be entitled to receive its Class B Proportionate Interest of the Aggregate Class B Equity Consideration. The Surviving CompanyCompany Class P Membership Units issuable to holders of Class B Units in the Merger shall be subject to the same terms and conditions, including the applicable vesting schedule, as applied to the corresponding Class B Unit immediately prior to the Effective Time. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the amount of value that each Holder shall be entitled to receive in exchange for its Class A Units or Class B Units is intended to be equal to the amount of Distributable Company Sale Proceeds (as defined in the Company Operating Agreement) that would be received by such Holder in a Hypothetical Liquidation.

Conversion of Units. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Company Common Units or Company Incentive Units (collectively, the “Units”) rights in respect thereof or any unit of membership interests of Merger Sub: (a) Each Unit issued and outstanding immediately prior to the Effective Time (other than Cancelled Units) shall be converted into the right to receive Person (i) out of the Closing Cash Consideration an amount of cash (without interest) and (ii) out of the Closing Stock Consideration a number of shares of Parent Common Stock, in each case as set forth in the Consideration Spreadsheet, together with any amounts that may be payable in respect of such Unit from the Escrow Fund, the Holder Representative Expense Fund or as contemplated by Schedule 2.7 as provided in this Agreement and the Escrow Agreement or pursuant to the Earnout Provisions, at the respective times and subject to the contingencies specified herein and therein (based upon such Holder’s Pro Rata Percentage subject to adjustment to take into account any distributions from the Escrow Fund attributable solely to such Holder pursuant to Section 2.14(f) and Section 8.2(b)); (b) Each Unit that is owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (c) Each Unit that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (the Units described in Section 2.7(b) and this Section 2.7(c), “Cancelled Units”); and (d) The sole membership interest limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time Merger shall be converted into limited liability company interests of the Surviving Company, and (ii) each Company Unit shall be converted into the sole membership interest right to receive (A) its portion of the Surviving CompanyClosing Consideration in accordance with Exhibit C, and (B) with respect to Company Units owned by the Non-Trust Unit Holders only, (1) its portion of any Post-Closing Addition in accordance with Exhibit C, (2) its portion of any Escrow Funds released to the Non-Trust Unit Holders in accordance with Exhibit C and the Escrow Agreement, and (3) its portion of any remaining amounts in the Reserve Account distributed to the Non-Trust Unit Holders pursuant to Section 2.1(f) in accordance with Exhibit C. A spreadsheet setting forth the amount of payments to be made to each holder of Company Units pursuant to clauses (ii)(A) and (B) of the immediately proceeding sentence (which in case of clauses (ii)(B) may be expressed as a percentage or formula), is attached hereto as Exhibit C. Buyer shall be entitled to rely on Exhibit C for all purposes hereunder and shall have no liability to any Member or any other Person for the determination or payment of any amounts set forth thereon (regardless of which Person makes the payments) or any calculations required to be made under this Agreement or the LLC Agreement. At the Effective Time, all Company Units issued and outstanding immediately prior the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Company Units shall cease to have any rights with respect thereto, except, subject to Section 2.3, the right to receive the consideration described in this Section 2.1(b)(2) in accordance with this Agreement.

Conversion of Units. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subthe Acquiror Parties, the Company or any holder of any Holder, each Company Common Units or Company Incentive Units (collectively, the “Units”) or any unit of membership interests of Merger Sub: (a) Each Unit issued and outstanding immediately prior to the Effective Time (other than Cancelled Units) shall be converted into the right to receive (i) out of the Closing Cash Consideration an amount of cash (without interest) and (ii) out of the Closing Stock Consideration a number of shares of Parent Common Stock, in each case as set forth in the Consideration Spreadsheet, together with any amounts that may be payable in respect of such Unit from the Escrow Fund, the Holder Representative Expense Fund or as contemplated by Schedule 2.7 as provided in this Agreement and the Escrow Agreement or pursuant to the Earnout Provisions, at the respective times and subject to the contingencies specified herein and therein (based upon such Holder’s Pro Rata Percentage subject to adjustment to take into account any distributions from the Escrow Fund attributable solely to such Holder pursuant to Section 2.14(f) and Section 8.2(b)); (b) Each Unit that is owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (c) Each Unit that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (the Units described in Section 2.7(b) and this Section 2.7(c), “Cancelled Units”); and (d) The sole membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become the sole membership interest right to receive a proportionate share of the Surviving Merger Consideration, as determined pursuant to this Section 3.1. As of the Effective Time, all such Company Units shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each Holder shall thereafter cease to have any rights with respect thereto, except the right to receive the consideration set forth in this Section 3.1. (b) Each Holder of a Class A Unit shall be entitled to receive its Class A Proportionate Interest of the Merger Consideration. (c) Each Holder of a Class B Unit shall be entitled to receive its Class B Proportionate Interest of the Merger Consideration. (d) Each Holder of a Class C Unit shall be entitled to receive its Class C Proportionate Interest of the Merger Consideration, subject to Section 3.1(f) below. (e) Immediately prior to the Effective Time, the Warrant to Purchase Class B Units (the “Blockchain Warrant”), issued by OpCo to Blockchain Access UK Ltd (“Blockchain”), effective as of July 1, 2020, shall be deemed exercised, and the Company shall deliver to Blockchain that number of fully paid and nonassessable Class B Units as is determined according to the formula set forth in Section 2(c) of the Blockchain Warrant. Therefore, for purposes of this Agreement, Blockchain shall be treated as a Holder of Class B Units and shall be entitled to receive its Class B Proportionate Interest of the Merger Consideration with respect to the Class B Units issuable under the Blockchain Warrant as set forth in Section 3.1(c). At least ten (10) days prior to the Closing Date, the Company shall provide Blockchain with notice of the Transactions in accordance with Section 9(a) of the Blockchain Warrant. The Company and the board of managers of the Company agree to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such acts, instruments, and assurances as may be required to effectuate the treatment of the Blockchain Warrant as described in this Section 3.1(e). (f) Immediately prior to the Effective Time, the Company, as Managing Member of Equity Plan LLC, will dissolve and liquidate Equity Plan LLC and distribute to the members of Equity Plan LLC all of the Class C Units held by Equity Plan LLC in accordance with the terms of the Equity Plan LLC Agreement. If and to the extent the Incentive Units held by any members of Equity Plan LLC with respect to which the Class C Units are distributed are not vested in full at such time, the Class C Units that are received in exchange for such unvested Incentive Units will be subject to the same terms and conditions, including vesting, to which such unvested Incentive Units were subject. All Class C Units received by the Company as the holder of Common Units in Equity Plan LLC will be cancelled and no longer outstanding. Therefore, for purposes of this Agreement, each former holder of Incentive Units granted under the Profits Interests Plan shall be treated as a Holder of Class C Units and shall be entitled to receive such Holder’s Class C Proportionate Interest of the Merger Consideration with respect to the Class C Units received in exchange for such Holder’s Incentive Units in Equity Plan LLC as set forth in Section 3.1(d); provided, however, if and to the extent the Class C Units received by any former member of Equity Plan LLC in exchange for that member’s unvested Incentive Units are not vested in full at the Effective Time, the Class C Proportionate Interest of the Merger Consideration that is received by such member in exchange for unvested Class C Units will be subject to the same terms and conditions, including vesting, to which such unvested Class C Units were subject. The Profits Interest Plan shall be terminated contemporaneously with the dissolution of Equity Plan LLC, and no further Incentive Units will be granted thereunder. The Company agrees to use commercially reasonable efforts to cause the Holders of Class C Units to agree to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, consented to and delivered all such acts, instruments, and assurances as may be required to effectuate the treatment of the Incentive Units, the Class C Units and the Class C Proportionate Interest of the Merger Consideration as described in this Section 3.1(f). The Company also agrees to use commercially reasonable efforts to cause the Holders of the Class C Units to file timely Section 83(b) elections with respect to the receipt of both the Class C Units received in exchange for such Holder’s unvested Incentive Units and the Class C Proportionate Interest of the Merger Consideration received in exchange for such ▇▇▇▇▇▇’s unvested Class C Units.

Conversion of Units. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder the holders of any Company Common Units or Company Incentive Units (collectively, of the “Units”) or any unit of membership interests of Merger Subfollowing securities: (ai) Each except for Disregarded Interests, each Company Class A Unit and each Company Class B Unit issued and outstanding immediately prior to the Effective Time (other than Cancelled Units) shall be converted into and shall become the right to receive (iA) out the Applicable Per Unit Portion of the Closing Cash Consideration an Estimated Equity Value with respect to such Company Class A Unit or such Company Class B Unit, as applicable, which shall be paid to the holder thereof in accordance with the procedures set forth in Section 2.06, plus (B) the Applicable Percentage of the Increase Amount and/or the Escrow Release Amount, if any, with respect to such Company Class A Unit or such Company Class B Unit, as applicable, which shall be paid to the holder thereof in accordance with the procedures set forth in Section 2.08, and, as of the Effective Time, such Company Class A Unit or such Company Class B Unit, as applicable, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and shall thereafter represent only the right to receive the applicable amount and form of cash (without interest) and the consideration payable in respect thereof as provided for in this Section 2.04; (ii) out of the Closing Stock Consideration a number of shares of Parent Common Stock, in each case as set forth in the Consideration Spreadsheet, together with any amounts that may be payable in respect of such Company-Held Company Unit from the Escrow Fund, the Holder Representative Expense Fund or as contemplated by Schedule 2.7 as provided in this Agreement issued and the Escrow Agreement or pursuant to the Earnout Provisions, at the respective times and subject to the contingencies specified herein and therein (based upon such Holder’s Pro Rata Percentage subject to adjustment to take into account any distributions from the Escrow Fund attributable solely to such Holder pursuant to Section 2.14(f) and Section 8.2(b)); (b) Each Unit that is owned by Parent or Merger Sub outstanding immediately prior to the Effective Time shall automatically be cancelled and retired canceled without any conversion thereof and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange thereforreceivable with respect thereto; (ciii) Each Unit that is held in the treasury of the Parent-Held Company or owned by the Company or any of its wholly owned Subsidiaries Class A Units issued and outstanding immediately prior to the Effective Time shall automatically be cancelled converted into and retired become a number of validly issued, fully paid and shall cease nonassessable membership interests of the Surviving Company representing a fraction (expressed as a percentage) of all issued and outstanding membership interests of the Surviving Company equal to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore the ratio of (A) the Parent Portion of Estimated Equity Value divided by (B) Estimated Equity Value (the Units described in Section 2.7(b) and this Section 2.7(c), “Cancelled UnitsSpecified Percentage”); and; (div) The sole the membership interest interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become a number of validly issued, fully paid and nonassessable membership interests of the sole Surviving Company representing a percentage of all issued and outstanding membership interest interests of the Surviving Company equal to (A) 100% minus (B) the Specified Percentage, and shall, together with the membership interests into which the Parent-Held Company Class A Units are converted pursuant to clause (iii) above, constitute the only outstanding membership interests of the Surviving Company. (b) Subject to Article 9, Parent’s obligations in respect of Section 2.04(a) shall be satisfied if it delivers, or causes to be delivered, to the Paying Agent the Estimated Merger Consideration, and Parent shall have no liability in respect of the allocation of the Estimated Merger Consideration among the Equityholders set forth in the Closing Consideration Schedule.