Common use of The Conversion Clause in Contracts

The Conversion. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall cause to be filed with the Secretary of State of the State of Delaware (i) a certificate of conversion in the form of Exhibit A attached hereto (the “Certificate of Conversion”) providing for the Conversion, and (ii) a certificate of incorporation of NantHealth in the form of Exhibit B attached hereto (the “Certificate of Incorporation”). The Conversion shall become effective at the time of the filing of the Certificate of Conversion (and the Certificate of Conversion will specify that the Conversion shall be effective immediately upon its filing) as provided under the DGCL (the “Conversion Effective Time”). References to the Company from and after the Conversion Effective Time shall mean NantHealth. It is acknowledged and agreed that the Conversion shall be conducted in accordance with Delaware Law and terms of that certain Ninth Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 1, 2016 (as amended or otherwise modified from time to time, the “Company LLC Agreement”). (b) The Conversion shall have the effects set forth under Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all the properties, rights, privileges and powers of the Company shall vest in NantHealth, and all debts, liabilities, and duties of the Company shall become the debts, liabilities and duties of NantHealth. (c) NantHealth shall be initially governed by the Certificate of Incorporation and the bylaws (in the form of Exhibit C attached hereto), in each case until thereafter amended in accordance with the provisions thereof and applicable Law. (d) Subject to applicable Law, (i) the members of the board of directors of the Company as of the Conversion Effective Time shall be the members of the board of directors of NantHealth and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company as of the Conversion Effective Time shall be the officers of NantHealth and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (e) All of the equity interests of the Company outstanding as of immediately prior to the Conversion Effective Time shall, as of the Conversion Effective Time, by virtue of the Conversion and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the Common Stock as specified in Section 2.1(f). All of such outstanding equity interests of the Company when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the Common Stock as specified in Section 2.1(f). (f) At the Conversion Effective Time, (i) each outstanding Unit (as defined in the Company LLC Agreement) of the Company immediately prior to the Conversion Effective Time shall, by reason of the Conversion, be converted into such number of shares of Common Stock of NantHealth as provided for in Section 8.7.2 in the Company LLC Agreement; provided that the Series C Units (as defined in the Company LLC Agreement) shall be subject to vesting requirements commensurate with the vesting requirements applicable to the Series C Units prior to the Conversion and (ii) the Company’s Phantom Unit Plan will be amended pursuant to its terms to make necessary updates as a result of the Conversion. Upon issuance pursuant to the Conversion, all shares of Common Stock of NantHealth will be duly authorized, validly issued, fully paid and non-assessable. (g) As of the Conversion Effective Time, the Company LLC Agreement shall be terminated and of no further force and effect, and no party thereto shall have any further rights, duties or obligations pursuant to the Company LLC Agreement, except that the following provisions of the Company LLC Agreement shall survive the Closing: with respect to any tax matters relating to tax periods of the Company ending on or prior to the Closing, Section 9.7. Notwithstanding the foregoing, the termination of the Company LLC Agreement pursuant to this Section 2.1(g) shall not relieve any party thereto from any liability arising in connection with any breach by such party of the Company LLC Agreement prior to Conversion Effective Time.

The Conversion. (a) Upon the terms and subject Subject to the conditions provisions of this Agreement, at promptly following the Closing, the Company Parent shall cause a certificate of conversion substantially in the form attached hereto as Exhibit D (the “Certificate of Conversion”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (i) and the Secretary of State of the State of Washington to effect its conversion from a certificate Washington corporation to a Delaware corporation in accordance with the relevant provisions of conversion in the form of Exhibit A attached hereto DGCL and the WBCA, as applicable (the “Certificate of Conversion”) providing for the Conversion, and (ii) a certificate of incorporation of NantHealth in the form of Exhibit B attached hereto (the “Certificate of Incorporation”). The Conversion shall become effective at If the time Secretary of State of the filing State of Delaware or the Secretary of State of the State of Washington require any changes in the Certificate of Conversion (as a condition to filing or issuing a certificate to the effect that such Conversion is effective, Parent shall execute any necessary document incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement. The Conversion will become effective at such time as the Certificate of Conversion will specify that has been duly filed with the Conversion shall Secretary of State of the State of Delaware or at such later date or time as may be effective immediately upon its filing) as provided under the DGCL (the “Conversion Effective Time”). References to agreed by the Company from and after Parent in writing and specified in the Certificate of Conversion Effective Time shall mean NantHealth. It is acknowledged and agreed that the Conversion shall be conducted in accordance with Delaware Law and terms of that certain Ninth Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 1, 2016 (as amended or otherwise modified from time to time, the “Company LLC Agreement”)DGCL. (b) The Conversion shall have At the effects set forth under Delaware Law. Without limiting the generality effective time of the foregoing, and subject thereto, at Conversion: (i) the Conversion Effective Time, all the properties, rights, privileges and powers articles of the Company shall vest in NantHealth, and all debts, liabilities, and duties incorporation of the Company shall become the debts, liabilities and duties of NantHealth. (c) NantHealth Parent shall be initially governed by replaced with the Certificate certificate of Incorporation and the bylaws (incorporation substantially in the form attached hereto as Exhibit A-2, and, as so replaced, shall be the certificate of Exhibit C attached hereto), in each case incorporation of Parent until thereafter amended in accordance with the provisions terms thereof or as provided by applicable Law; and (ii) the bylaws of Parent shall be replaced with the bylaws substantially in the form attached hereto as Exhibit B, and, as so replaced, shall be the bylaws of Parent until thereafter amended in accordance with the terms thereof, the certificate of incorporation of Parent, or as provided by applicable Law. (dc) Subject to For United States federal and applicable Lawstate and local income tax purposes, (i) it is intended by the members of the board of directors of the Company as of parties hereto that the Conversion Effective Time shall be qualify as a “reorganization” within the members meaning of the board of directors of NantHealth and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company as of the Conversion Effective Time shall be the officers of NantHealth and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (e) All of the equity interests of the Company outstanding as of immediately prior to the Conversion Effective Time shall, as of the Conversion Effective Time, by virtue of the Conversion and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the Common Stock as specified in Section 2.1(f). All of such outstanding equity interests of the Company when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the Common Stock as specified in Section 2.1(f). (f) At the Conversion Effective Time, (i) each outstanding Unit (as defined in the Company LLC Agreement368(a)(1)(F) of the Company immediately prior to the Conversion Effective Time shallCode and that this Agreement constitute a “plan of reorganization” for purposes of Sections 354, by reason 361 and 368 of the Conversion, be converted into such number Code within the meaning of shares of Common Stock of NantHealth as provided for in Section 8.7.2 in the Company LLC Agreement; provided that the Series C Units (as defined in the Company LLC AgreementTreasury Regulations Sections 1.368-2(g) shall be subject to vesting requirements commensurate with the vesting requirements applicable to the Series C Units prior to the Conversion and (ii) the Company’s Phantom Unit Plan will be amended pursuant to its terms to make necessary updates as a result of the Conversion. Upon issuance pursuant to the Conversion, all shares of Common Stock of NantHealth will be duly authorized, validly issued, fully paid and non1.368-assessable3. (g) As of the Conversion Effective Time, the Company LLC Agreement shall be terminated and of no further force and effect, and no party thereto shall have any further rights, duties or obligations pursuant to the Company LLC Agreement, except that the following provisions of the Company LLC Agreement shall survive the Closing: with respect to any tax matters relating to tax periods of the Company ending on or prior to the Closing, Section 9.7. Notwithstanding the foregoing, the termination of the Company LLC Agreement pursuant to this Section 2.1(g) shall not relieve any party thereto from any liability arising in connection with any breach by such party of the Company LLC Agreement prior to Conversion Effective Time.

The Conversion. (ai) Upon On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL and the DLLCA, on the Closing Date, the Company shall convert from a Delaware limited liability company to a Delaware corporation at the Conversion Effective Time. Following the Conversion Effective Time, the Company shall continue as the resulting corporation of the Conversion (the “Resulting Company”). (ii) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company Parties shall cause a certificate of conversion relating to the Conversion, in a form reasonably satisfactory to the Company and SPAC (the “Certificate of Conversion”), to be executed and filed with the Secretary of State of the State of Delaware (i) a certificate of conversion in the form of Exhibit A attached hereto (the “Certificate of Conversion”) providing for the Conversion, and (ii) a certificate of incorporation of NantHealth in the form of Exhibit B attached hereto (the “Certificate of Incorporation”)Delaware. The Conversion shall become effective on the date and time at which the time Certificate of Conversion is accepted for filing by the Secretary of State of the filing State of Delaware or at such later date and/or time as is agreed by the Company and SPAC and specified in the Certificate of Conversion (and the Certificate of Conversion will specify that time the Conversion shall be becomes effective immediately upon its filing) being referred to herein as provided under the DGCL (the “Conversion Effective Time”). References to the Company from . (iii) From and after the Conversion Effective Time shall mean NantHealth. It is acknowledged and agreed that the Conversion shall be conducted in accordance with Delaware Law and terms of that certain Ninth Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 1, 2016 (as amended or otherwise modified from time to timeTime, the “Company LLC Agreement”). (b) The Conversion shall have the effects set forth under Delaware Lawin this Agreement, the Certificate of Conversion, Section 265 of the DGCL and Section 18-216 of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all of the properties, rights, privileges and powers of the Company, and all property, real, personal and mixed, and all debts due to the Company, as well as all other things and causes of action belonging to the Company, shall remain vested in the Resulting Company and shall be the property of the Resulting Company, and the title to any real property vested by deed or otherwise in the Company shall vest not revert or be in NantHealthany way impaired by reason of the Conversion; but all rights of creditors and all liens upon any property of the Company shall be preserved unimpaired, and all debts, liabilities, liabilities and duties of the Company shall become remain attached to the Resulting Company, and may be enforced against it to the same extent as if said debts, liabilities and duties of NantHealthhad originally been incurred or contracted by it in its capacity as the Resulting Company. (civ) NantHealth At the Conversion Effective Time, by virtue of the Conversion, the certificate of incorporation of the Resulting Company shall be initially governed by in substantially the Certificate of Incorporation form attached hereto as Exhibit D (the “Closing Company Charter”) and the bylaws (of the Resulting Company shall be in substantially the form of attached hereto as Exhibit C attached heretoE (the “Closing Company Bylaws”), in each case until thereafter amended in accordance with the provisions thereof and applicable Law. (dv) Subject to applicable LawAt the Conversion Effective Time, (i) the members of the board of directors officers of the Company as of immediately prior to the Conversion Effective Time shall be the members initial officers of the board of directors of NantHealth and shall Resulting Company, with each such officer, to hold office in accordance with the Governing Documents of the Resulting Company from and after the Conversion Effective Time until their respective successors are such officer’s successor is duly elected or appointed and qualified, or until the earlier of their earlier death, resignationresignation or removal in accordance with the Governing Documents of the Resulting Company, or removal, and (ii) as otherwise provided by the officers DGCL. The directors of the Resulting Company as of the Conversion Effective Time shall be the officers of NantHealth and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removaldetermined pursuant to Section 5.16. (evi) All of the equity interests of the Company outstanding as of immediately prior to the Conversion Effective Time shall, as of At the Conversion Effective Time, by virtue of the Conversion and without any action on the part of any Party hereto or the holder thereof or any other Person, (A) each Company Common Unit shall be canceled and extinguished and automatically converted into the right to receive the Common Stock as specified in Section 2.1(f). All of such outstanding equity interests of the Company when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the Common Stock as specified in Section 2.1(f). (f) At the Conversion Effective Time, (i) each outstanding Unit (as defined in the Company LLC Agreement) of the Company immediately prior to the Conversion Effective Time shall, by reason of the Conversion, be converted into such number of shares of Company Common Stock of NantHealth as provided for in Section 8.7.2 in the Company LLC Agreement; provided that the Series C Units (as defined in the Company LLC Agreement) shall be subject to vesting requirements commensurate with the vesting requirements applicable to the Series C Units prior to the Conversion and (ii) the Company’s Phantom Unit Plan will be amended pursuant to its terms to make necessary updates as a result of the Conversion. Upon issuance pursuant to the Conversion, all shares of Common Stock of NantHealth will be duly authorized, validly issued, fully paid and non-assessable. (g) As of the Conversion Effective Time, the Company LLC Agreement shall be terminated and of no further force and effect, and no party thereto shall have any further rights, duties or obligations pursuant Shares equal to the Company LLC AgreementCommon Unit Exchange Ratio, except that (B) each Non-Elected Company Preferred Unit shall be automatically converted into the following provisions number of Company Common Shares equal to the Company LLC Agreement Preferred Unit Exchange Ratio, and (C) each Elected Company Preferred Unit shall survive be automatically converted into the Closing: with respect number of Company Preferred Shares equal to any tax matters relating to tax periods of the Company ending on or prior to the Closing, Section 9.7. Notwithstanding the foregoing, the termination of the Company LLC Agreement pursuant to this Section 2.1(g) shall not relieve any party thereto from any liability arising in connection with any breach by such party of the Company LLC Agreement prior to Conversion Effective TimePreferred Shares Issuance Ratio.

The Conversion. At the Conversion Effective Time (a) Upon the terms and subject as defined below), AMGP shall be converted to the conditions of this Agreement, at the Closing, the Company shall cause a Delaware corporation to be filed with named Antero Midstream Corporation (“AMGP Corp”) and, for all purposes of the Secretary of State Laws of the State of Delaware (i) Delaware, the Conversion shall be deemed a certificate continuation of conversion the existence of AMGP in the form of Exhibit A attached hereto (the “Certificate of Conversion”) providing for the Conversion, and (ii) a certificate of incorporation of NantHealth in the form of Exhibit B attached hereto (the “Certificate of Incorporation”)Delaware corporation. The Conversion shall become effective at the time not require AMGP to wind up its affairs under Section 17-803 of the filing DRULPA or to pay its liabilities and distribute its assets under Section 17-804 of the Certificate of Conversion (DRULPA, and the Certificate of Conversion will specify that the Conversion shall be effective immediately upon its filing) as provided under the DGCL (the “Conversion Effective Time”)not constitute a dissolution of AMGP. References to the Company from and after the Conversion Effective Time shall mean NantHealth. It is acknowledged and agreed that the Conversion shall be conducted in accordance with Delaware Law and terms of that certain Ninth Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 1, 2016 (as amended or otherwise modified from time to time, the “Company LLC Agreement”). (b) The Conversion shall have the effects set forth under Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at At the Conversion Effective Time, for all purposes of the propertiesLaws of the State of Delaware, all of the rights, privileges and powers of AMGP, and all property, real, personal and mixed, and all debts due to AMGP, as well as all other things and causes of action belonging to AMGP, shall remain vested in AMGP Corp and shall be the Company property of AMGP Corp, and the title to any real property vested by deed or otherwise in AMGP shall vest not revert or be in NantHealthany way impaired by reason of any provision of the DRULPA, the DGCL or otherwise; but all rights of creditors and all liens upon any property of AMGP shall be preserved unimpaired, and all debts, liabilities, liabilities and duties of AMGP shall remain attached to AMGP Corp, and may be enforced against it to the Company shall become same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a corporation. The rights, privileges, powers and interests in property of AMGP, as well as the debts, liabilities and duties of NantHealth. (c) NantHealth AMGP, shall not be initially governed by the Certificate of Incorporation and the bylaws (in the form of Exhibit C attached hereto), in each case until thereafter amended in accordance with the provisions thereof and applicable Law. (d) Subject to applicable Law, (i) the members of the board of directors of the Company as of the Conversion Effective Time shall be the members of the board of directors of NantHealth and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company as of the Conversion Effective Time shall be the officers of NantHealth and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (e) All of the equity interests of the Company outstanding as of immediately prior to the Conversion Effective Time shalldeemed, as of the Conversion Effective Time, by virtue of the Conversion and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the Common Stock as specified in Section 2.1(f). All of such outstanding equity interests of the Company when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the Common Stock as specified in Section 2.1(f). (f) At the Conversion Effective Time, (i) each outstanding Unit (as defined in the Company LLC Agreement) of the Company immediately prior to the Conversion Effective Time shall, by reason a consequence of the Conversion, be converted into such number to have been transferred to AMGP Corp for any purpose of shares the Laws of Common Stock the State of NantHealth as provided for in Section 8.7.2 in the Company LLC Agreement; provided that the Series C Units (as defined in the Company LLC Agreement) shall be subject to vesting requirements commensurate with the vesting requirements applicable to the Series C Units prior to the Conversion and (ii) the Company’s Phantom Unit Plan will be amended pursuant to its terms to make necessary updates as Delaware or otherwise. As a result consequence of the Conversion. Upon issuance pursuant to , in the Conversionevent the AMLP GP Merger is consummated, all shares AMGP Corp shall continue as the general partner of Common Stock of NantHealth will be duly authorized, validly issued, fully paid and non-assessable. (g) As of the Conversion Effective Time, the Company LLC Agreement shall be terminated and of no further force and effect, and no party thereto shall have AMLP without any further rights, duties action of any person or obligations pursuant to the Company LLC Agreement, except that the following provisions of the Company LLC Agreement shall survive the Closing: with respect to any tax matters relating to tax periods of the Company ending on or prior to the Closing, Section 9.7. Notwithstanding the foregoing, the termination of the Company LLC Agreement pursuant to this Section 2.1(g) shall not relieve any party thereto from any liability arising in connection with any breach by such party of the Company LLC Agreement prior to Conversion Effective Timeentity.

The Conversion. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall cause to be filed with the Secretary of State of the State of Delaware (i) a certificate of conversion in the form of Exhibit A attached hereto (the “Certificate of Conversion”) providing for the Conversion, and (ii) a certificate of incorporation of NantHealth Gigamon in the form of Exhibit B attached hereto (the “Certificate of Incorporation”). The Conversion shall become effective at the time of the filing of the Certificate of Conversion (and the Certificate of Conversion will specify that the Conversion shall be effective immediately upon its filing) as provided under the DGCL (the “Conversion Effective Time”). References to the Company from and after the Conversion Effective Time shall mean NantHealthGigamon. It is acknowledged and agreed that the Conversion shall be conducted in accordance with Delaware Law and terms of that certain Ninth Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 120, 2016 2010 (as amended or otherwise modified from time to time, the “Company LLC Agreement”). (b) The Conversion shall have the effects set forth under Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all the properties, rights, privileges and powers of the Company shall vest in NantHealthGigamon, and all debts, liabilities, and duties of the Company shall become the debts, liabilities and duties of NantHealthGigamon. For the avoidance of doubt, it is hereby acknowledged and agreed that the Conversion shall not limit any rights and obligations of the parties under those certain Investor Rights Agreement, Drag-Along Voting Agreement and Right of First Refusal and Co-Sale Agreement, each dated as of January 20, 2010, by and among the Company, Systems, HCP, HSVII-B, HSVII-C, HEF and the other parties thereto, and the Company’s 2012 Unit Option Plan. (c) NantHealth Gigamon shall be initially governed by the Certificate of Incorporation and the bylaws (in the form of Exhibit C attached hereto), in each case until thereafter amended in accordance with the provisions thereof and applicable Law. (d) Subject to applicable Law, (i) the members of the board of directors managers of the Company as of the Conversion Effective Time shall be the members of the board of directors of NantHealth Gigamon and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company as of the Conversion Effective Time shall be the officers of NantHealth Gigamon and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (e) All of the equity interests of the Company outstanding as of immediately prior to the Conversion Effective Time shall, as of the Conversion Effective Time, by virtue of the Conversion and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the Common Stock or Preferred Stock, as the case may be, specified in Section 2.1(f). All of such outstanding equity interests of the Company when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the Common Stock or Preferred Stock as specified in Section 2.1(f). (f) At the Conversion Effective Time, (i) each outstanding Common Unit of the Company (as defined in the Company LLC Agreement) of the Company immediately prior to the Conversion Effective Time shall, by reason of the Conversion, be converted into such number of shares one share of Common Stock of NantHealth as provided for in Section 8.7.2 in Gigamon and (ii) each outstanding Series A Preferred Unit of the Company LLC Agreement; provided that the Series C Units (as defined in the Company LLC Agreement) shall be subject to vesting requirements commensurate with the vesting requirements applicable to the Series C Units immediately prior to the Conversion and (ii) the Company’s Phantom Unit Plan will be amended pursuant to its terms to make necessary updates as a result Effective Time shall, by reason of the Conversion, be converted into one share of Preferred Stock of Gigamon. Upon issuance pursuant to the Conversion, all shares of Common Stock and Preferred Stock of NantHealth Gigamon will be duly authorized, validly issued, fully paid and non-assessable. Neither any provision of the Transaction Documents nor the consummation of the transactions contemplated thereby will limit, impair or otherwise modify any vesting restrictions or repurchase rights with respect to any equity issued by the Company to any officer or employee of the Company, which vesting restrictions and repurchase rights shall continue to apply to the Common Stock or Preferred Stock of Gigamon issued hereby to any such Persons until the expiration of such vesting restrictions and repurchase rights in accordance with their terms. (g) As of the Conversion Effective Time, the Company LLC Agreement shall be terminated and of no further force and effect, and no party thereto shall have any further rights, duties or obligations pursuant to the Company LLC Agreement, except that the following provisions of the Company LLC Agreement shall survive the Closing: with respect to any tax matters relating to tax periods of the Company ending on or prior to the Closing, Section 9.7Sections 2.6, 3.3, 3.4, Article IV, and Sections 6.3, 9.2, 9.3 and 10.12. Notwithstanding the foregoing, the termination of the Company LLC Agreement pursuant to this Section 2.1(g) shall not relieve any party thereto from any liability arising in connection with any breach by such party of the Company LLC Agreement prior to Conversion Effective Time.

The Conversion. (a) Upon To effectuate the Conversion, following the Initial Recapitalization and prior to the Closing and Contribution, BCG shall execute a Plan of Conversion, in a form mutually agreeable to the Parties and in accordance with the terms attached hereto as Exhibit F (the “Plan of Conversion”), and subject to will cause certificates of conversion satisfying the conditions applicable requirements of this Agreement, at the Closing, the Company shall cause DLLCA and NRS to be duly executed and filed with the Secretary of State of the State of Delaware (i) a certificate in accordance with Section 17-219 of conversion the Delaware Revised Uniform Partnership Act and the Secretary of State of the State of Nevada in accordance with Section 92A.195 of the form of Exhibit A attached hereto (NRS, and make all other filings or recordings required by the “Certificate of Conversion”) providing for DLLCA and NRS in connection with the Conversion, and (ii) a certificate of incorporation of NantHealth in . At the form of Exhibit B attached hereto (the “Certificate of Incorporation”). The Conversion shall become effective at the time of the filing of the Certificate of Conversion (and the Certificate of Conversion will specify that the Conversion shall be effective immediately upon its filing) as provided under the DGCL (the “Conversion Effective Time”). References to , on the Company from terms and conditions set forth herein and in the Plan of Conversion, BCG shall convert into a Nevada corporation. (b) From and after the Conversion Effective Time shall mean NantHealth. It is acknowledged and agreed that the Conversion shall be conducted in accordance with Delaware Law and terms of that certain Ninth Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 1, 2016 (as amended or otherwise modified from time to timeTime, the “Company LLC Agreement”). (b) The Conversion shall have the effects set forth under in this Agreement, the Plan of Conversion, the Certificates of Conversion, Section 17-219 of the Delaware LawRevised Uniform Partnership Act and Section 92A.250 of the NRS. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all of the properties, rights, privileges and powers of the Company shall vest in NantHealthBCG, and all debtsproperty, liabilitiesreal, personal and mixed, and duties all debts due to BCG, as well as all other things and causes of action belonging to BCG, shall remain vested in the Company and shall be the property of the Company shall become the Company; and all debts, liabilities and duties of NantHealthBCG shall remain attached to the Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as the Company. (c) NantHealth shall be initially governed by the Certificate of Incorporation and the bylaws (in the form of Exhibit C attached hereto), in each case until thereafter amended in accordance with the provisions thereof and applicable Law. (d) Subject to applicable Law, (i) the members of the board of directors of the Company as of the Conversion Effective Time shall be the members of the board of directors of NantHealth and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company as of the Conversion Effective Time shall be the officers of NantHealth and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (e) All of the equity interests of the Company outstanding as of immediately prior to the Conversion Effective Time shall, as of At the Conversion Effective Time, by virtue of the Conversion Conversion, the Amended BCG Organizational Documents shall be amended and without any action on restated by an articles of incorporation (the part of any Party hereto or “Company Charter”) and bylaws (the holder thereof or any other Person“Bylaws”, be canceled and extinguished and converted into the right to receive the Common Stock as specified in Section 2.1(f). All of such outstanding equity interests of together with the Company when so convertedCharter, the “Company Organizational Documents”), which shall no longer be outstanding in accordance with the terms set forth on Exhibit F and shall automatically otherwise in a form approved by Avalon (such approval not to be canceled and the former holders thereof shall cease to have any rights with respect theretounreasonably withheld, except the right to receive the Common Stock as specified in Section 2.1(fconditioned or delayed). (f) At the Conversion Effective Time, (i) each outstanding Unit (as defined in the Company LLC Agreement) of the Company immediately prior to the Conversion Effective Time shall, by reason of the Conversion, be converted into such number of shares of Common Stock of NantHealth as provided for in Section 8.7.2 in the Company LLC Agreement; provided that the Series C Units (as defined in the Company LLC Agreement) shall be subject to vesting requirements commensurate with the vesting requirements applicable to the Series C Units prior to the Conversion and (ii) the Company’s Phantom Unit Plan will be amended pursuant to its terms to make necessary updates as a result of the Conversion. Upon issuance pursuant to the Conversion, all shares of Common Stock of NantHealth will be duly authorized, validly issued, fully paid and non-assessable. (g) As of the Conversion Effective Time, the Company LLC Agreement shall be terminated and of no further force and effect, and no party thereto shall have any further rights, duties or obligations pursuant to the Company LLC Agreement, except that the following provisions of the Company LLC Agreement shall survive the Closing: with respect to any tax matters relating to tax periods of the Company ending on or prior to the Closing, Section 9.7. Notwithstanding the foregoing, the termination of the Company LLC Agreement pursuant to this Section 2.1(g) shall not relieve any party thereto from any liability arising in connection with any breach by such party of the Company LLC Agreement prior to Conversion Effective Time.