Common use of Issuance of Common Units Clause in Contracts

Issuance of Common Units. (a) The Parent hereby contributes and delivers to the Company, and the Company hereby accepts, the Parent Contribution, free and clear of any and all liens and encumbrances, and, in exchange therefor, the Company hereby issues to the Parent, and the Parent hereby accepts, the Common Units, free and clear of any and all liens and encumbrances (other than liens and encumbrances created by the LLC Agreement or restrictions imposed on transfer under applicable federal and state securities Laws and regulations). (b) To the extent the Parent holds any Cash or Cash Equivalents that are subject to any liens or encumbrances and cannot be transferred to the Company as part of the Parent Contribution on the Effective Date, Parent shall contribute the full amount of such Cash and Cash Equivalents to the Company as soon as such liens or encumbrances are released and such Cash and Cash Equivalents are available for transfer to the Company. The parties acknowledge and agree that the Parent currently expects to contribute approximately $4,300,000 dollars to the Company upon its release on or about April 1, 2025 and an incremental $700,000 to the Company on or about September 1, 2025, for an aggregate incremental contribution to the Company of $5,000,000 pursuant to this Section 1(b). (c) The Parent hereby acknowledges and agrees that (a) the Common Units held by it shall be subject to the terms and conditions of Company’s Amended and Restated Limited Liability Company Agreement, dated as of the date hereof (as in effect from time to time, the “LLC Agreement”), (b) the Parent has been provided a copy of the LLC Agreement and shall be required to become a party to and bound by the LLC Agreement as part of and as a condition to its receipt of any Common Units hereunder or under the Investment Agreement, and (c) the Parent shall sign the LLC Agreement on the date hereof.