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. (a) At the Effective Time, by virtue of the LLC Merger and without any further action on the part of ParentBuyer, Merger SubSub LLC, the Company FMFH or any holder of any Company Common Units or Company Incentive Units (collectivelyUnitholder, the “Units”) or any unit of membership interests of Merger Sub: (a) Each 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 held 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 Buyer or Merger Sub immediately prior to the Effective Time LLC shall automatically be cancelled canceled and retired and shall cease to existextinguished without any conversion thereof, and no cash or other consideration shall be delivered or deliverable in exchange therefor; 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)such Units, “Cancelled Units”); and. (db) The sole membership interest At the Effective Time, by virtue of the LLC Merger and without any action on the part of Buyer or Merger Sub LLC, the limited liability company interests of Merger Sub issued and LLC outstanding immediately prior to the Effective Time shall be converted into an interest in the sole membership interest Surviving LLC equal to one hundred percent (100%) of the limited liability company interests of the Surviving CompanyLLC. (c) At the Effective Time, by virtue of the LLC Merger and without any action on the part of Buyer, Merger Sub LLC, FMFH or any Unitholder (other than compliance with Section 4.3(b) by the applicable Unitholder), each Unit that is issued and outstanding immediately prior to the Effective Time (other than the Cancelled Units) shall thereupon be canceled and converted into and become the right to receive the applicable portion of the LLC Merger Consideration, as determined pursuant to Section 3.5(d) and as set forth on the Allocation Schedule. (d) The LLC Merger Consideration shall be allocated among the Unitholders as set forth below in this Section 3.5(d) and shall be payable in accordance with this Agreement, ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted.

Conversion of Units. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger the Buyer Sub, the Company or any the holder of any units of the Company Common Units or each partnership unit of Company Incentive Units (collectively, the as defined in Section 2.2(a)) (“Company Units”) or any unit of membership interests of Merger Subissued and outstanding immediately before the Effective Time will be converted into and become the right to receive:. (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 13,000 shares of Parent Common Stock, in each case as set forth in Parent’s $0.001 par value common stock (“Stock Consideration” or 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“Merger Consideration”));. (b) Each Unit All Company Units that is owned are held by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and Company as treasury units (the “Company Treasury Units”) shall cease to exist, exist and no cash cash, Buyer common stock, $0.001 par value per share (“Buyer Common Stock”) or other consideration shall be delivered or deliverable in exchange therefor;therefore. (c) Each Unit that is held in The shares of Parent Common Stock will not have been registered and will be deemed to be “restricted securities” under federal securities laws and may not be resold without registration under or exemption from the treasury Securities Act 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 exist1933, and no cash or other consideration shall be delivered or deliverable in exchange therefore as amended (the Units described in Section 2.7(b) and this Section 2.7(c), “Cancelled UnitsSecurities Act”); and (d) The sole membership interest . Each certificate evidencing shares of Merger Sub issued and outstanding immediately prior to Parent Common Stock will bear the Effective Time shall be converted into the sole membership interest of the Surviving Companyfollowing legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO MOBILEPRO CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

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. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subthe BlueRiver Parties, the Company or any holder of any Company Common Units or Membership Units, each 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 Membership 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 the portion of the shares of Surviving CompanyCompany Class A Membership Units and Surviving Pubco Class V Common Stock representing, in the aggregate, the Merger Consideration (with each Holder receiving a number of Surviving Company Class A Membership Units and a corresponding number of Surviving PubCo Class V Common Stock equal to the quotient of (a) the amount of cash that the Holder would have received had the Company sold all of its assets and made a final liquidating distribution of cash to the Holders in an amount equal to the Company Equity Value in accordance with Section 5.4 of the Company Operating Agreement, divided by (b) $10.00), in each case, as more particularly set forth on the Allocation Statement. As of the Effective Time, all such Company Membership Units shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Company Membership 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. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the aggregate number of Surviving Company Class A Membership Units and shares of Surviving Pubco Class V Common Stock issuable pursuant to the Merger shall not exceed the Merger Consideration.

Conversion of Units. (a) As of the Effective Time, by virtue of the Merger and without any action on the part of the Corporation, the Fund, or the Members, each Unit issued and outstanding as of the Effective Time shall be automatically converted into a number of shares of Common Stock of the Corporation equal to the result of (i) the Per-Unit Price, divided by (ii) the Per-Share Price. (b) For these purposes, (i) the “Per Unit Price” shall be an amount equal to (A) the Fund Net Asset Value, divided by (B) the number of Units issued and outstanding on the date immediately preceding the Effective Time, (ii) the “Fund Net Asset Value” will be the aggregate net asset value of the Fund on the date immediately preceding the Effective Time, as determined in good faith by the Managing Member consistent with past practice and communicated to, and consented to by, the Board, and (iii) the “Per-Share Price” shall be the price per share at which shares of Common Stock are to be issued in the Offshore Fund Merger pursuant to the Offshore Fund Merger Agreement, as communicated by the Corporation to the Managing Member prior to the Effective Time. (c) All Units, when converted in accordance with Section 1.3(a), will no longer be outstanding, will automatically be cancelled, will cease to exist, and will thereafter represent only the right to receive the shares of Common Stock of the Corporation in respect of such cancelled Units. (d) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subthe Fund, the Company or any holder of any Company Common Units or Company Incentive Units (collectivelyCorporation, the “Units”) Members, the Managing Member or any unit the Stockholder, the shares of membership interests of Merger Sub: (a) Each Unit Common Stock owned by the Stockholder shall remain issued and outstanding immediately prior to as a share of Common Stock of the Corporation, as the Surviving Entity. (e) Promptly following the Effective Time (other than Cancelled Units) shall be converted into Time, the right Corporation will issue to receive (i) out of each Member 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 Stock to which 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 Member is entitled pursuant to Section 2.14(f) and Section 8.2(b1.3(a)); (b) Each Unit ; provided however, that is owned by Parent or Merger Sub immediately prior in no event shall any fractional shares of Common Stock be issued and, in lieu thereof, the Corporation shall deliver cash in an amount equal 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 Per-Share Price multiplied 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 Companysuch fraction.