Common use of Terms and Conditions of Conversion Clause in Contracts

Terms and Conditions of Conversion. (a) The name of the converting entity is A.S.V., LLC and the name of the converted entity is ASV Holdings, Inc. (the “Corporation”). (b) The conversion shall become effective at the time of the filing of the Certificate of Conversion (the “Effective Time”) with the Secretary of State of the State of Delaware, in substantially the form attached hereto as Exhibit A. (c) At the Effective Time, the LLC shall continue its existence in the organizational form of a Delaware corporation. All of the rights, privileges and powers of the LLC and all property and all debts due to the LLC, as well as all other things and causes of action belonging to the LLC, shall remain vested in the Corporation and shall be the property of the Corporation. All actions and resolutions of the Board and the Members (or its board of directors and shareholders before the Prior Conversion) taken or adopted from the inception of the LLC prior to the Effective Time shall continue in full force and effect as if the Corporation’s Board of Directors and the stockholders, respectively, had taken such actions and adopted such resolutions. All rights of creditors and all liens upon any property of the LLC shall be preserved unimpaired, and all debts, liabilities and duties of the LLC shall remain attached to the Corporation and may be enforced against the Corporation to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Corporation in its capacity as a Delaware corporation. (d) At the Effective Time, all outstanding Units shall be automatically converted into shares of common stock of the Corporation, par value $0.001 (the “Common Stock”), as provided in Section 3 below, with such shares of Common Stock having the respective rights, preferences and privileges set forth in the Certificate of Incorporation (as defined below). All outstanding certificates that prior to the Effective Time represented outstanding Units of the LLC shall thereafter be deemed cancelled and extinguished.

Terms and Conditions of Conversion. (a) The name of the converting entity is A.S.V.Clip Interactive, LLC and the LLC, which is a Colorado limited liability company. The name of the converted entity is ASV Holdings, Auddia Inc. (the “Corporation”), which will be a Delaware corporation. (b) The conversion Conversion shall become effective at the time of the filing of the Certificate of Conversion specified (the “Effective Time”) in the Certificate and Statement of Conversion filed with (x) the Secretary of State of the State of DelawareDelaware and (y) the Secretary of State of the State of Colorado, in substantially the form attached hereto as Exhibit A. (c) At the Effective Time, the LLC shall continue its existence in the organizational form of a Delaware corporation. All of the rights, privileges and powers of the LLC and all property and all debts due to the LLC, as well as all other things and causes of action belonging to the LLC, shall remain vested in the Corporation and shall be the property of the Corporation. All actions and resolutions of the Board and the Members (or its board of directors and shareholders before the Prior Conversion) Members, as applicable, taken or adopted from the inception of the LLC prior to the Effective Time shall continue in full force and effect as if the Corporation’s Board of Directors and the stockholders, respectively, had taken such actions and adopted such resolutions. All rights of creditors and all liens upon any property of the LLC shall be preserved unimpaired, and all debts, liabilities and duties of the LLC shall remain attached to the Corporation and may be enforced against the Corporation to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Corporation in its capacity as a Delaware corporation. (d) At the Effective Time, all each outstanding Units Preferred Share of the LLC (whether Series A, Series B, Series C or Series F) and each outstanding Common Share of the LLC shall be automatically converted into shares of common stock of the Corporation, par value $0.001 (the “Common Stock”), as provided in Section 3 below, with such shares of Common Stock having the respective rights, preferences and privileges set forth in the Certificate of Incorporation (as defined below). All outstanding certificates that prior . (e) At the Effective Time, the LLC Agreement shall be terminated and of no further force or effect, and no party shall have any further rights, duties or obligations pursuant to the Effective Time represented outstanding Units LLC Agreement, except that Article 7 of the LLC Agreement (relating to Liability; Indemnification) shall thereafter be deemed cancelled and extinguishedsurvive. Notwithstanding the foregoing, the termination of the LLC Agreement shall not relieve any party thereto from any liability arising in connection with any breach by such party of the LLC Agreement.

Terms and Conditions of Conversion. (a) The name of the converting entity is A.S.V.Clip Interactive, LLC and the LLC, which is a Colorado limited liability company. The name of the converted entity is ASV Holdings, Auddia Inc. (the “Corporation”), which will be a Delaware corporation. (b) The conversion Conversion shall become effective at the time of the filing of the Certificate of Conversion specified (the “Effective Time”) in the Certificate and Statement of Conversion filed with (x) the Secretary of State of the State of DelawareDelaware and (y) the Secretary of State of the State of Colorado, in substantially the form attached hereto as Exhibit A. (c) At the Effective Time, the LLC shall continue its existence in the organizational form of a Delaware corporation. All of the rights, privileges and powers of the LLC and all property and all debts due to the LLC, as well as all other things and causes of action belonging to the LLC, shall remain vested in the Corporation and shall be the property of the Corporation. All actions and resolutions of the Board and the Members (or its board of directors and shareholders before the Prior Conversion) Members, as applicable, taken or adopted from the inception of the LLC prior to the Effective Time shall continue in full force and effect as if the Corporation’s Board of Directors and the stockholders, respectively, had taken such actions and adopted such resolutions. All rights of creditors and all liens upon any property of the LLC shall be preserved unimpaired, and all debts, liabilities and duties of the LLC shall remain attached to the Corporation and may be enforced against the Corporation to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Corporation in its capacity as a Delaware corporation. (d) At the Effective Time, all each outstanding Units Preferred Share of the LLC (whether Series A, Series B, Series C or Series F) and each outstanding Common Share of the LLC shall be automatically converted into shares of common stock of the Corporation, par value $0.001 0.0001 (the “Common Stock”), as provided in Section 3 below, with such shares of Common Stock having the respective rights, preferences and privileges set forth in the Certificate of Incorporation (as defined below). All outstanding certificates that prior . (e) At the Effective Time, the LLC Agreement shall be terminated and of no further force or effect, and no party shall have any further rights, duties or obligations pursuant to the Effective Time represented outstanding Units LLC Agreement, except that Article 7 of the LLC Agreement (relating to Liability; Indemnification) shall thereafter be deemed cancelled and extinguishedsurvive. Notwithstanding the foregoing, the termination of the LLC Agreement shall not relieve any party thereto from any liability arising in connection with any breach by such party of the LLC Agreement.

Terms and Conditions of Conversion. (a) The name of the converting entity is A.S.V.TRI Pointe Homes, LLC LLC, and the name of the converted entity is ASV HoldingsTRI Pointe Homes, Inc. (the “Corporation”). (b) The conversion Conversion shall become effective at the time of the filing of the Certificate of Conversion (the “Effective Time”) with the Secretary of State of the State of Delaware, in substantially the form attached hereto as Exhibit A. (c) At the Effective Time, the LLC Company shall continue its existence in the organizational form of a Delaware corporation. All of the rights, privileges and powers of the LLC Company and all property and all debts due to the LLCCompany, as well as all other things and causes of action belonging to the LLCCompany, shall remain vested in the Corporation and shall be the property of the Corporation. All actions and resolutions of the Board and the Members (or its board of directors and shareholders before the Prior Conversion) Members, as applicable, taken or adopted from the inception of the LLC Company prior to the Effective Time shall continue in full force and effect as if the Corporation’s Board of Directors and the stockholders, respectively, had taken such actions and adopted such resolutions. All rights of creditors and all liens upon any property of the LLC Company shall be preserved unimpaired, and all debts, liabilities and duties of the LLC Company shall remain attached to the Corporation and may be enforced against the Corporation to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Corporation in its capacity as a Delaware corporation. (d) At the Effective Time, all outstanding Units interests of the Company shall be automatically converted into shares of common stock of the Corporation, par value $0.001 0.01 (the “Common Stock”), as provided in Section 3 below, with such shares of Common Stock having the respective rights, preferences and privileges set forth in the Certificate of Incorporation (as defined below). All outstanding certificates that prior . (e) At the Effective Time, the LLC Agreement shall be terminated and of no further force or effect, and no party shall have any further rights, duties or obligations pursuant to the Effective Time represented outstanding Units LLC Agreement, except that: (i) Article 8 and Section 15.16 of the Agreement shall survive such termination; and (ii) Sections 11.1(a)(ii) and (iii) of the LLC Agreement shall thereafter survive solely for the purpose provided for in Section 3(b) hereof and, subsequent to any re-allocation as provided for in Section 3(b) hereof, Sections 11.1(a)(ii) and (iii) of the LLC Agreement shall be deemed cancelled terminated and extinguishedof no further force or effect. Notwithstanding the foregoing, the termination of the LLC Agreement shall not relieve any party thereto from any liability arising in connection with any breach by such party of the LLC Agreement.

Terms and Conditions of Conversion. (a) The name of the converting entity is A.S.V.MagnaChip Semiconductor LLC (the “Converting Entity”), LLC and the name of the converted entity is ASV Holdings, Inc. MagnaChip Semiconductor Corporation (the “Corporation”). (b) The conversion Conversion shall become effective at on the time of the filing of the Certificate of Conversion date (the “Effective TimeDate”) with the Secretary on which a Certificate of State of the State of DelawareConversion, in substantially the form attached hereto as Exhibit A.A, is filed with the Delaware Secretary of State. (c) At On and after the Effective TimeDate, the LLC shall continue its existence in the organizational form of a Delaware corporation. All of the rights, privileges and powers of the LLC and all property and all debts due to the LLC, as well as all other things and causes of action belonging to the LLC, shall remain vested in the Corporation and shall be the property of the Corporation. All actions and resolutions of the Board and the Members (or its board of directors and shareholders before the Prior Conversion) taken or adopted from the inception of the LLC prior to the Effective Time shall continue in full force and effect as if the Corporation’s Board of Directors and the stockholders, respectively, had taken such actions and adopted such resolutions. All rights of creditors and all liens upon any property of the LLC shall be preserved unimpaired, and all debts, liabilities and duties of the LLC shall remain attached to the Corporation and may be enforced against the Corporation to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Corporation in its capacity as a Delaware corporation. (d) At All outstanding interests of the Effective Time, all outstanding Units LLC shall be automatically converted into shares of common stock of the Corporation, par value $0.001 0.01 (the “Common Stock”), as provided in Section 3 4 below, with such shares of Common Stock having the respective rights, preferences and privileges set forth in the Certificate of Incorporation (as defined below). All outstanding certificates that prior to the Effective Time represented outstanding Units of the LLC shall thereafter be deemed cancelled and extinguished.