Common use of Conversion of Membership Interest Clause in Contracts

Conversion of Membership Interest. (a) At the Effective Time, each membership interest of EMG (“Membership Interest”) (individually a "EMG Membership Interest" and collectively, the "EMG Membership Interests") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of EMG, HGLB, or the holder thereof, be converted into and shall become fully paid and nonassessable HGLB common shares, on a post forward split basis in accordance with paragraph 1.11 below, determined by dividing (i) Nineteen Million (19,000,000) (the number of shares are post split pursuant Section 1.11), by (ii) the total number of Membership Interests of EMG, Twenty Million (20,000,000) outstanding immediately prior to the Effective Time (such quotient, the “Exchange Ratio”). The holder of one or more Membership Interests of EMG shall be entitled to receive in exchange therefore a number of shares of HGLB Common Stock equal to the product of (x) (the number of Membership Interest of EMG (20,000,000)), times (y) (the Exchange Ratio. By way of example, 19,000,000 / 20,000,000 = 0.95 (the Exchange Ratio). The number of Membership Interests of EMG held by a member (assume 800,000 Membership Interests) times the Exchange Ratio of 0.95 equals 760,000 shares of HGLB Shares to be issued. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of HGLB Common Stock or EMG Membership Interests are changed into a different number of shares or Membership Interests or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the number of shares of HGLB Common Stock into which EMG Membership Interests will be converted as a result of the Merger will be adjusted appropriately. (b) EMG hereby acknowledges that (i) the HGLB Shares have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the HGLB Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations as are available; and (ii) the transferability of the Shares is restricted and that a legend shall be placed on the certificates representing the securities substantially to the following effect: (c) At the Effective Time, each EMG Membership Interest held in the treasury of EMG, by EMG immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of EMG, HGLB Sub Co or HGLB be canceled, retired and cease to exist and no payment shall be made with respect thereto.

Conversion of Membership Interest. (a) At the Effective Time, each membership interest of EMG GRP (“Membership Interest”) (individually a "EMG GRP Membership Interest" and collectively, the "EMG GRP Membership InterestsInterests ") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of EMGGRP, HGLBMGOL, or the holder thereof, be converted into and shall become fully paid and nonassessable HGLB MGOL common shares, on a post forward split basis in accordance with paragraph 1.11 below, shares determined by dividing (i) Nineteen Ten Million Two Hundred Fifty-eight Thousand, Eight Hundred Twenty-One (19,000,000) (the number of shares are post split pursuant Section 1.1110,258,821), by (ii) the total number of Membership Interests of EMGGRP, Twenty One Hundred Twelve Million (20,000,000112,000,000) outstanding Membership Interests immediately prior to the Effective Time (such quotient, the “Exchange Ratio”). The holder of one or more Membership Interests of EMG GRP shall be entitled to receive in exchange therefore a number of shares of HGLB MGOL Common Stock equal to the product of (x) (the number of Membership Interest Interests of EMG GRP (20,000,000112,000,000)), times (y) (the Exchange Ratio. By way of example, 19,000,000 10,258,821 / 20,000,000 112,000,000 = 0.95 .0916 (the Exchange Ratio). The number of Membership Interests of EMG GRP held by a member (assume 800,000 100,000 Membership Interests) times the Exchange Ratio of 0.95 .0916 equals 760,000 9,160 shares of HGLB MGOL Shares to be issued. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of HGLB MGOL Common Stock or EMG GRP Membership Interests are changed into a different number of shares or Membership Interests or Shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the number of shares of HGLB MGOL Common Stock into which EMG Membership Interests each share of GRP Common Stock will be converted as a result of the Merger will be adjusted appropriately. (b) EMG GRP hereby acknowledges that (i) the HGLB MGOL Shares have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the HGLB MGOL Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations as are available; and (ii) the transferability of the Shares is restricted and that a legend shall be placed on the certificates representing the securities substantially to the following effect: (c) At the Effective Time, each EMG Membership GRP Membereship Interest held in the treasury of EMGGRP, by EMG GRP immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of EMGGRP, HGLB Sub Co SUB CO or HGLB MGOL be canceled, retired and cease to exist and no payment shall be made with respect thereto.