Common use of Conversion of Units Clause in Contracts

Conversion of Units. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (i) except for Disregarded Interests, each Company Class A Unit and each Company Class B Unit issued and outstanding immediately prior to the Effective Time shall be converted into and shall become the right to receive (A) the Applicable Per Unit Portion of the 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 the consideration payable in respect thereof as provided for in this Section 2.04; (ii) each Company-Held Company Unit issued and outstanding immediately prior to the Effective Time shall be canceled without any conversion thereof and shall cease to exist, and no consideration shall be delivered or receivable with respect thereto; (iii) the Parent-Held Company Class A Units 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 Surviving Company representing a fraction (expressed as a percentage) of all issued and outstanding membership interests of the Surviving Company equal to the ratio of (A) the Parent Portion of Estimated Equity Value divided by (B) Estimated Equity Value (the “Specified Percentage”); (iv) the membership 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 Surviving Company representing a percentage of all issued and outstanding membership 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.

Conversion of Units. (a) At the GP Effective Time, by virtue of the GP Merger and without any action on the part of Parentany Person, Merger Sub, the Company or the holders of any of the following securities: (i) except for Disregarded Interests, each Company Class A Unit and each Company Class B Unit 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 and 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 and shall become the right to receive one (A1) the Applicable Per Unit Portion membership interest of the Estimated Equity Value with respect to such Company Class A Unit or such Company Class B UnitSurviving GP, as applicable, which shall be paid to such membership interest is provided for by the holder thereof in accordance with the procedures set forth in Section 2.06, plus (B) the Applicable Percentage Surviving GP LLC Agreement. As 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 GP Effective Time, such Company Class A Unit or such Company Class B Unit, as applicable, the membership interests of Merger Sub 1 shall no longer be outstanding and shall automatically be canceled and retired cease to exist, and the holder or holders of such membership interests shall cease to exist and shall thereafter represent only have any rights with respect thereto, except the right to receive the applicable amount and form membership interests of the Surviving GP to be issued in consideration payable in respect thereof therefor as provided for in this Section 2.04;herein, without interest. (iib) At the Partnership Effective Time, by virtue of the Partnership Merger and without any action on the part of any Person, (i) each Company-Held Company Unit issued and outstanding immediately prior to the Partnership Effective Time shall be canceled (other than the GP Units) and all rights in respect thereof shall, by virtue of the Partnership Merger and without any conversion thereof and shall action on the part of the holder thereof, forthwith cease to existexist and be converted into and represent the right to receive an amount in cash, without interest, equal to a portion (as 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 Expense Holdback Amount in accordance with Section 10.16(b), and no consideration shall be delivered or receivable (C) any amounts distributable by the Sellers’ Representative in respect of such Units out of the Purchase Price Escrow Amount to the Sellers, in each case in accordance with respect thereto; this Agreement and (iiiii) the Parent-Held Company Class A Units each membership interest of Merger Sub 2 issued and outstanding immediately prior to the Partnership Effective Time Time, shall be converted into and become a number of validly issued, fully paid and nonassessable membership interests one (1) unit of the Surviving Company representing a fraction Partnership, as such unit is provided for by the Surviving Partnership LP Agreement. The aggregate of the amounts payable in respect of all Units (expressed as a percentageother than the GP Units) pursuant to clause (i) of all issued and outstanding membership interests the preceding sentence is referred to herein as the “Merger Consideration”. As of the Surviving Company equal to the ratio of (A) the Parent Portion of Estimated Equity Value divided by (B) Estimated Equity Value (the “Specified Percentage”); (iv) 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 shall be converted into and become a number of validly issued, fully paid and nonassessable membership interests of will remain outstanding in the Surviving Company representing a percentage of all issued and outstanding membership 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 form set forth in the Closing Consideration SchedulePartnership 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. (a) At Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the holders thereof: (a) Each Unit issued and outstanding immediately prior to the Effective Time (other than any Units which are held by any wholly owned Subsidiary of the Company (including any Units which are held by the Blockers that are actually acquired by the Parent immediately prior to the Closing) or in the treasury of the Company or by the Parent 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 all rights in respect thereof, and in the Company case of Class B Units whether or the holders of any not then vested, shall, by virtue of the following securitiesMerger 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 equal to the sum of: (i) except for Disregarded Interests, with respect to each Company such Class A Unit and only, the Unreturned Capital Contribution in respect of such Class A Unit, if any; (ii) with respect to each Company such Class B A Unit only, the Revaluation Amount in respect of such Class A Unit, if any; (iii) the Per Unit Closing Residual Cash Consideration; and (iv) 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 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 and shall become common units in the right to receive (A) the Applicable Per Unit Portion of the Estimated Equity Value with respect to such Company Class A Unit or such Company Class B UnitSurviving Company, as applicable, which shall be paid to such common units are provided for by 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 Surviving 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 LLC Agreement. As of the Effective Time, such Company Class A Unit or such Company Class B Unit, as applicable, the Merger Sub Interests 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 the consideration payable in respect thereof as provided for in this Section 2.04; (ii) each Company-Held Company Unit issued and outstanding immediately prior to the Effective Time shall be canceled without any conversion thereof cancelled and shall cease to exist, and no consideration the holder or holders of such membership interests shall be delivered or receivable cease to have any rights with respect thereto; (iii) , except the Parent-Held right to receive the common units in the Surviving Company Class A Units 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 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 Surviving Company representing a fraction (expressed as a percentage) of all issued and outstanding membership interests of the Surviving Company equal to the ratio of (A) the Parent Portion of Estimated Equity Value divided by (B) Estimated Equity Value (the “Specified Percentage”); (iv) the membership 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 Surviving Company representing a percentage of all issued and outstanding membership 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 units 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.

Conversion of Units. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, any party: (a) Each Unit (and the membership interests represented thereby) issued and outstanding immediately prior to the Effective Time (other than (i) any Units (and the membership interests represented thereby) which are held by any wholly owned Subsidiary of the Company or in the treasury of the Company or 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 holders Purchaser or any of its 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 following securities: 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 Disregarded Interestsall 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, each Company Class A Unit and each Company Class B Unit that any Common Units held by the Blocker Corp immediately prior to the Effective Time will be deemed to have been held by the Blocker Seller for this purpose. (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 and shall become common units in the right to receive (A) the Applicable Per Unit Portion of the Estimated Equity Value with respect to such Company Class A Unit or such Company Class B UnitSurviving Company, as applicable, which shall be paid to such common units are provided for by 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 Surviving 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 LLC Agreement. As of the Effective Time, such Company Class A Unit or such Company Class B Unit, as applicable, the Merger Sub Interests 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 the consideration payable in respect thereof as provided for in this Section 2.04; (ii) each Company-Held Company Unit issued and outstanding immediately prior to the Effective Time shall be canceled without any conversion thereof and shall cease to exist, and no consideration the holder or holders of such membership interests shall be delivered or receivable cease to have any rights with respect thereto; (iii) , except the Parent-Held right to receive common units in the Surviving Company Class A Units 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 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 Surviving Company representing a fraction (expressed as a percentage) of all issued and outstanding membership interests of the Surviving Company equal to the ratio of (A) the Parent Portion of Estimated Equity Value divided by (B) Estimated Equity Value (the “Specified Percentage”); (iv) the membership 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 Surviving Company representing a percentage of all issued and outstanding membership 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 units 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.

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 the holders any holder of any Company Common Units or Company Incentive Units (collectively, the “Units”) or any unit of the following securitiesmembership interests of Merger Sub: (ia) except for Disregarded Interests, each Company Class A Unit and each Company Class B Each 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 (Ai) the Applicable Per Unit Portion out of the Estimated Equity Value with respect to such Company Class A Unit or such Company Class B UnitClosing 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 applicable, which shall be paid to the holder thereof in accordance with the procedures set forth in Section 2.06the Consideration Spreadsheet, plus (B) the Applicable Percentage of the Increase Amount and/or the Escrow Release Amount, if any, together with respect to such Company Class A Unit or such Company Class B Unit, as applicable, which shall any amounts that may 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 the consideration payable in respect thereof of such Unit from the Escrow Fund, the Holder Representative Expense Fund or as contemplated by Schedule 2.7 as provided for 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 2.042.14(f) and Section 8.2(b)); (iib) each Company-Held Company Each Unit issued and outstanding that is owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled without any conversion thereof cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or receivable with respect theretodeliverable in exchange therefor; (iiic) Each Unit that is held in the Parent-Held treasury of the Company Class A Units issued and outstanding or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be converted into cancelled and become a number of validly issuedretired and shall cease to exist, fully paid and 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 the ratio of (A) the Parent Portion of Estimated Equity Value divided by (B) Estimated Equity Value 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), “Specified PercentageCancelled Units”);; and (ivd) the The sole membership interests interest 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 the sole membership interests of the Surviving Company representing a percentage of all issued and outstanding membership 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 interest 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.

Conversion of Units. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subthe Acquiror Parties, the Company or the holders of any of the following securities: (i) except for Disregarded InterestsHolder, each Company Class A Unit and each Company Class B Unit that is issued and outstanding immediately prior to the Effective Time shall automatically be converted into and shall become the right to receive (A) the Applicable Per Unit Portion a proportionate share of the Estimated Equity Value with respect to such Company Class A Unit or such Company Class B UnitMerger Consideration, as applicable, which shall be paid determined pursuant to the holder thereof in accordance with the procedures set forth in this 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 3.1. As of the Effective Time, all such Company Class A Unit or such Company Class B Unit, as applicable, Units 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 the consideration payable in respect thereof as provided for in this Section 2.04; (ii) each Company-Held Company Unit issued and outstanding immediately prior to the Effective Time shall be canceled without any conversion thereof cancelled and shall cease to exist, and no consideration each Holder shall be delivered or receivable thereafter cease to have any rights with respect thereto; (iii) , except the Parent-Held Company Class A Units issued and outstanding immediately prior right to receive the Effective Time shall be converted into and become a number of validly issued, fully paid and 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 the ratio of (A) the Parent Portion of Estimated Equity Value divided by (B) Estimated Equity Value (the “Specified Percentage”); (iv) the membership 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 Surviving Company representing a percentage of all issued and outstanding membership 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 Companyconsideration set forth in this Section 3.1. (b) Subject to Article 9, Parent’s obligations in respect Each Holder of Section 2.04(a) a Class A Unit shall be satisfied if it delivers, or causes entitled to receive its Class A Proportionate Interest of the Merger Consideration. (c) Each Holder of a Class B Unit shall be delivered, entitled to receive its Class B Proportionate Interest of the Paying Agent Merger Consideration. (d) Each Holder of a Class C Unit shall be entitled to receive its Class C Proportionate Interest of the Estimated 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 Parent the Company shall have no liability in respect deliver to Blockchain that number of fully paid and nonassessable Class B Units as is determined according to the allocation of the Estimated Merger Consideration among the Equityholders 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 Schedulewith 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 Xxxxxx’s unvested Class C Units.

Conversion of Units. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subthe Silver Spike Parties, the Company or the holders any holder of any of the following securities: (i) except for Disregarded InterestsCommon Units or Incentive Units, each Company Class A Common Unit and each Company Class B Incentive Unit that is issued and outstanding immediately prior to the Effective Time shall automatically be converted into and shall become the right to receive (A) the Applicable Per Unit Portion a proportionate share of the Estimated Equity Value with respect to such Company Class A Unit or such Company Class B UnitMerger Consideration, as applicable, which shall be paid determined pursuant 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 this ‎Section 4.01. As of the Effective Time, all such Company Class A Unit or such Company Class B Unit, as applicable, Common Units 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 the consideration payable in respect thereof as provided for in this Section 2.04; (ii) each Company-Held Company Unit issued and outstanding immediately prior to the Effective Time shall be canceled without any conversion thereof cancelled and shall cease to exist, and no consideration each holder of Common Units and Incentive Units shall be delivered or receivable 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 Parent-Held 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 Company Class A P Membership Units issued issuable to holders of Class B Units in the Merger shall be subject to the same terms and outstanding conditions, including the applicable vesting schedule, as applied to the corresponding Class B Unit immediately prior to the Effective Time Time. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the amount of value that each Holder shall be converted into and become a number of validly issued, fully paid and 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 entitled to receive in exchange for its Class A Units or Class B Units is intended to be equal to the ratio amount of Distributable Company Sale Proceeds (A) the Parent Portion of Estimated Equity Value divided by (B) Estimated Equity Value (the “Specified Percentage”); (iv) the membership 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 Surviving Company representing a percentage of all issued and outstanding membership 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 as defined in the Closing Consideration ScheduleCompany Operating Agreement) that would be received by such Holder in a Hypothetical Liquidation.