Common use of Conversion of Company Capital Stock Clause in Contracts

Conversion of Company Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Capital Stock, Wireless or Merger Sub (i) ALL shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time, (ii) ALL shares of Company Series A Preferred Stock and Company Series B Preferred Stock which are issued and outstanding immediately prior to the Effective Time, and (iii) ALL shares of Company Common Stock issuable under any "OUTSTANDING COMPANY STOCK OPTIONS" (as defined below) which are issued and outstanding immediately prior to the Effective Time, shall collectively be converted into that number of shares of common stock, $.001 par value per share (the "WIRELESS COMMON STOCK") of Wireless (the "INITIAL WIRELESS MERGER STOCK") as shall, in the aggregate, be equal to seventy-five (75%) percent of the aggregate number of shares of "FULLY-DILUTED WIRELESS STOCK" (as defined) to be issued and outstanding AFTER giving effect to the issuance of all shares of such Initial Wireless Merger Stock. As used herein, the term "FULLY-DILUTED WIRELESS STOCK" shall mean, as at the date in question (i) the aggregate number of shares of Wireless Common Stock which are issued and outstanding, plus (ii) such additional number of shares of Wireless Common Stock that would be issued and outstanding, after giving effect to the exercise of all the outstanding options, warrants or other stock purchase rights and the conversion into Wireless Common Stock of all then outstanding convertible notes, convertible preferred stock or other securities convertible into or exchangeable for Wireless Common Stock. Based on Wireless' representations and warranties contained herein that immediately prior to the Closing Date the Fully-Diluted Wireless Stock shall consist of 4,500,000 shares, on the Closing Date, Wireless shall issue a total of 13,500,000 shares of Initial Wireless Merger Stock to the Company Stockholders; at which time an aggregate of 18,000,000 shares of Fully-Diluted Wireless Stock shall be issued and outstanding. At the Effective Time, each share of Company Capital Stock no longer shall be deemed outstanding and automatically shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the Initial Wireless Merger Stock and the "Additional Wireless Merger Stock" (as hereinafter defined), without any interest thereon. (b) At the Effective Time, each full outstanding share of Company Common Stock shall be converted into that number of shares of Initial Wireless Merger Stock as shall be determined by multiplying the aggregate number of shares of Initial Wireless Merger Stock (to represent 75% of the aggregate number of shares of Fully-Diluted Wireless Stock) by a fraction (i) the numerator of which shall be one, and (ii) the denominator of which shall be the "FULLY-DILUTED COMPANY STOCK" (as defined). As used herein, the term "FULLY-DILUTED COMPANY STOCK" shall mean, immediately prior to the Effective Time the SUM of (x) the aggregate number of shares of Company Common Stock which are issued and outstanding, plus (y) such additional number of shares of Company Common Stock that would be issued and outstanding, if all outstanding shares of Company Series A Preferred Stock and Company Series B Preferred Stock had been converted into Company Common Stock immediately prior to the Effective Time of the Merger, plus (z) such additional number of shares of Company Common Stock that would be issued and outstanding if all Outstanding Company Stock Options (as defined below) were fully exercised by the holders thereof immediately prior to the Effective Time of the Merger.

Conversion of Company Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the holder Company or any stockholder of any shares of Company Capital Stock, Wireless or Merger Sub the Company: (i) ALL Any shares of common stock, par value $0.001 per share, of the Company (“Company Common Stock which are issued and outstanding Stock”) held by any wholly owned Subsidiary of the Company immediately prior to the Effective Time, Time (ii) ALL shares of Company Series A Preferred Stock and Company Series B Preferred Stock which are issued and outstanding immediately prior to the Effective Time, and (iii) ALL shares of Company Common Stock issuable under any "OUTSTANDING COMPANY STOCK OPTIONS" (as defined below) which are issued and outstanding immediately prior to the Effective Time, shall collectively be converted into that number of shares of common stock, $.001 par value per share (the "WIRELESS COMMON STOCK") of Wireless (the "INITIAL WIRELESS MERGER STOCK") as shall, or held in the aggregate, be equal to seventy-five (75%Company’s treasury) percent of the aggregate number of shares of "FULLY-DILUTED WIRELESS STOCK" (as defined) to be issued and outstanding AFTER giving effect to the issuance of all shares of such Initial Wireless Merger Stock. As used herein, the term "FULLY-DILUTED WIRELESS STOCK" shall mean, as at the date in question (i) the aggregate number of shares of Wireless Common Stock which are issued and outstanding, plus (ii) such additional number of shares of Wireless Common Stock that would be issued and outstanding, after giving effect to the exercise of all the outstanding options, warrants or other stock purchase rights and the conversion into Wireless Common Stock of all then outstanding convertible notes, convertible preferred stock or other securities convertible into or exchangeable for Wireless Common Stock. Based on Wireless' representations and warranties contained herein that immediately prior to the Closing Date the Fully-Diluted Wireless Stock shall consist of 4,500,000 shares, on the Closing Date, Wireless shall issue a total of 13,500,000 shares of Initial Wireless Merger Stock to the Company Stockholders; at which time an aggregate of 18,000,000 shares of Fully-Diluted Wireless Stock shall be issued and outstanding. At the Effective Time, each share of Company Capital Stock no longer shall be deemed outstanding and automatically shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Capital Stock no consideration shall cease to have any rights with respect thereto, except the right to receive the Initial Wireless Merger Stock and the "Additional Wireless Merger Stock" (as hereinafter defined), without any interest thereonbe delivered in exchange therefor. (bii) At the Effective Time, each full outstanding share Any shares of Company Common Stock shall be converted into that number held by Parent, Merger Sub or any other wholly-owned Subsidiary of shares of Initial Wireless Merger Stock as shall be determined by multiplying the aggregate number of shares of Initial Wireless Merger Stock (to represent 75% of the aggregate number of shares of Fully-Diluted Wireless Stock) by a fraction (i) the numerator of which shall be one, and (ii) the denominator of which shall be the "FULLY-DILUTED COMPANY STOCK" (as defined). As used herein, the term "FULLY-DILUTED COMPANY STOCK" shall mean, Parent immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any options, warrants, convertible securities or other rights to acquire Company Common Stock held by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent immediately prior to the SUM Effective Time shall be terminated and be of no further force or effect, and no consideration shall be delivered in exchange therefor; provided, however, any issued and outstanding Bridge Notes shall result in a Bridge Note adjustment as set forth in Section 1.5(c)(iii) below. (xiii) Each share of Company Preferred Stock outstanding and held of record by Crescent immediately prior to the aggregate Effective Time shall be converted into the right to receive a number of shares of Company Common Stock Parent Preferred Stock, which are issued and outstanding, plus (y) such additional shall be convertible into a number of shares of Company Parent Common Stock equal to the number of shares of Parent Common Stock that would be have been issued and outstanding, to Crescent in the Merger if Crescent had converted all outstanding of its shares of Company Series A Preferred Stock and Company Series B Preferred Stock had been converted into shares of Company Common Stock immediately prior to the Effective Time of the MergerTime. (iv) Except as provided in clauses (i) and (ii) above and subject to Sections 1.5(b), plus (zc), (d) such additional number of shares and (e), each share of Company Common Stock that would be issued and outstanding if all Outstanding Company Stock Options (as defined below) were fully exercised by the holders thereof immediately prior to the Effective Time shall be converted into the right to receive a number of shares of common stock, par value $0.0001 per share, of Parent (the “Parent Common Stock”) equal to the Exchange Ratio (as defined herein) such that the total number of shares of Parent Common Stock issued in connection with the Merger, including, without limitation, the shares of Parent Common Stock issuable upon conversion of the MergerParent Preferred Stock issued to Crescent in the Merger (collectively, the “Merger Consideration”), shall equal fifty-percent (50%) of Parent’s Fully Diluted Shares Outstanding immediately after the Effective Time. By way of example, as of the date hereof and based upon the Fully Diluted Shares Outstanding of Parent and the Fully Diluted Shares Outstanding of the Company, each as set forth on Schedule 1.5, the “Exchange Ratio” shall initially be 1.2179, subject to adjustment at the Closing as provided in Sections 1.5(b) and (c).

Conversion of Company Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Subco or the holder Company or their respective stockholders, as the case may be: (a) Each share of any shares capital stock of Subco issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger, be converted into and become one validly issued, fully paid and nonassessable share of common stock of Surviving Company. Such common stock shall thereafter constitute all of the issued and outstanding equity of Surviving Company Capital Stockso that Parent shall own all of the capital stock interests in, Wireless or Merger Sub and equity of, Surviving Company. Each share of capital stock of Subco, when converted in accordance with this Section 3.1(a), will no longer be outstanding, will automatically be cancelled and will cease to exist. (ib) ALL Subject to the other provisions of this Article III, all of the shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time, (ii) ALL shares shall, by virtue of Company Series A Preferred Stock the Merger, be cancelled and Company Series B Preferred Stock which are issued and outstanding immediately prior to the Effective Time, and (iii) ALL shares of Company Common Stock issuable under any "OUTSTANDING COMPANY STOCK OPTIONS" (as defined below) which are issued and outstanding immediately prior to the Effective Time, shall collectively be converted into that number of shares of common stock, $.001 par value per share (the "WIRELESS COMMON STOCK") of Wireless (the "INITIAL WIRELESS MERGER STOCK") as shallright to receive, in the aggregate, the following: (i) 1,650,000 shares of Parent Common Stock (the “Base Stock Consideration”), subject to adjustment of the Adjustment Stock under Section 3.2 below; (ii) 708,500 shares of Parent Common Stock (the “Milestone Stock Consideration”); and (iii) Warrants to purchase 232,500 shares of Parent Common Stock, at an exercise price of the Parent Per Share Value (the “Warrants”, together with the Milestone Stock Consideration shall be equal referred to seventy-five (75%) percent of as the “Milestone Consideration”). Notwithstanding anything to the contrary contained in this Agreement, under no circumstances whatsoever shall the aggregate number of shares of "FULLY-DILUTED WIRELESS STOCK" Parent Common Stock, including Parent Common Stock issuable upon the exercise of the Warrants and warrants issued to ACI security holders under the ACI Merger, issued or issuable to Company Stockholders in connection with the Merger or issued or issuable to ACI under the ACI Merger (collectively referred to as definedthe “Collective Equity Consideration”) to be issued and outstanding AFTER giving effect to exceed, in the issuance aggregate, 19.99% of all shares of such Initial Wireless Merger Stock. As used herein, the term "FULLY-DILUTED WIRELESS STOCK" shall mean, as at the date in question (i) the aggregate total number of shares of Wireless Parent Common Stock which are issued and outstanding, plus outstanding or of the voting power of Parent (iithe “NASDAQ Cap”) unless Parent has obtained either (x) its stockholders’ approval of the issuance of more than such additional number of shares of Wireless Parent Common Stock pursuant to NASDAQ Marketplace Rule 5635(d), or (y) a waiver from The NASDAQ Stock Market of the Parent’s compliance with Rule 5635(d). To the extent that the issuance of any number of shares of Parent Common Stock would cause the Collective Equity Consideration to exceed the NASDAQ Cap, the Parent, in lieu of issuing such shares of Common Stock that would be issued and outstandingcause the Collective Equity Consideration to exceed the NASDAQ Cap, after giving effect to the exercise of all the outstanding options, warrants or other stock purchase rights and the conversion into Wireless Common Stock of all then outstanding convertible notes, convertible preferred stock or other securities convertible into or exchangeable for Wireless Common Stock. Based on Wireless' representations and warranties contained herein that immediately prior to the Closing Date the Fully-Diluted Wireless Stock shall consist of 4,500,000 shares, on the Closing Date, Wireless shall issue a total of 13,500,000 shares of Initial Wireless Merger Stock pay in cash to the Company Stockholders; at which time Stockholders in the aggregate an aggregate amount equal to (1) the product of 18,000,000 shares of Fully-Diluted Wireless Stock shall be issued the Parent Per Value Share and outstanding. At the Effective Time, each share of Company Capital Stock no longer shall be deemed outstanding and automatically shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the Initial Wireless Merger Stock and the "Additional Wireless Merger Stock" (as hereinafter defined), without any interest thereon. (b) At the Effective Time, each full outstanding share of Company Common Stock shall be converted into that number of shares of Initial Wireless Merger Parent Common Stock as shall be determined that would cause the Collective Equity Consideration to exceed the NASDAQ Cap, multiplied by multiplying (2) a fraction, the aggregate numerator of which is the total number of shares of Initial Wireless Merger Parent Common Stock (issuable to represent 75% of the aggregate number of shares of Fully-Diluted Wireless Stock) by Company Stockholders under this Agreement, on a fraction (i) the numerator of which shall be onefully exercised basis, and (ii) the denominator of which shall be the "FULLY-DILUTED COMPANY STOCK" (as defined). As used herein, the term "FULLY-DILUTED COMPANY STOCK" shall mean, immediately prior to the Effective Time the SUM is sum of (x) the aggregate total number of shares of Company Parent Common Stock which are issued issuable to Company Stockholders under this Agreement, on a fully exercised basis, and outstanding, plus (y) such additional total number of shares of Company Parent Common Stock issuable to stockholders of ACI, on a fully exercised basis, under the ACI Merger Agreement (such amount, as finally determined and to the extent payable, referred to as the “Cash Consideration”). Any Cash Consideration payable hereunder shall be allocated and paid among the Company Stockholders consistent with the Consideration Allocation and Percentage Certificate (defined below) by wire transfer in accordance with wire instructions contained therein. Prior to the issuance of any Cash Consideration, Company Representative shall obtain the written opinion of counsel that would the issuance of such Cash Consideration will not disqualify the transaction from achieving the Tax Treatment. (c) The Milestone Stock Consideration shall be issued subject to a right of forfeiture in favor of the Parent (the “Right of Forfeiture”) such that if the Milestones have not been satisfied on or before January 1, 2027, then those shares of Milestone Stock Consideration that have not been released from the Right of Forfeiture shall be deemed have surrendered, redeemed and outstandingtendered automatically to Parent on such date for cancellation, for no consideration. Prior to January 1, 2027 and in addition to the release from the Right of Forfeiture set forth in Section 3.1(e) below, certain of the Milestone Stock Consideration shall be released from the Right of Forfeiture as follows: (i) 235,000 shares of Milestone Stock Consideration shall be automatically released and no longer subject to the Right of Forfeiture upon the satisfaction of Milestone 1; (ii) 235,500 shares of Milestone Stock Consideration shall be automatically released and no longer subject to the Right of Forfeiture upon the satisfaction of Milestone 2; and (iii) 238,000 shares of Milestone Stock Consideration shall be automatically released and no longer subject to the Right of Forfeiture upon the satisfaction of Milestone 3. (d) The Warrants shall be subject to the terms set forth in the Warrant substantially in the form as annexed hereto as Exhibit B. (e) 100% of the Milestone Stock Consideration shall be immediately released from the Right of Forfeiture and the Warrants shall become immediately exercisable in full upon the earliest to occur of (i) a Change of Control Event, (ii) consummation of a transaction or a series of transactions where the Parent or any of its Affiliates sells all or substantially all of the assets related to the Project, including, without limitation, the sale or other disposition of one or more Affiliate that holds material assets related to the Project, and (iii) if Parent fails to contribute the Funding Commitment Amount (as defined in Schedule 6.13) by the Contribution Deadline as set forth in Schedule 6.13, provided (i), (ii) or (iii) occurs on or before January 1, 2027; and provided, further, that for purposes of clause (iii) herein, three (3) of the following individuals must have been employed by or otherwise providing substantial services to Parent, Company, ACI or towards the Project (the “Substantial Services”) on a reasonably continuous basis during the period commencing on the Closing and ending on the date that is eighteen (18) months after the Closing Date (the “Personnel Measurement Date”), which may include an executive officer of the Company or of Parent, the chair of Parent’s scientific advisory committee or otherwise: Kxxx Xxxxx, Cxxx Xxxxxxx, Rxxxxxx Xxxxxx and Dxxxx Xxxxxxx (the “Key Personnel”). Notwithstanding the foregoing, if all outstanding shares prior to the Personnel Measurement Date, a Key Personnel’s service to Parent, Company or ACI is (1) terminated by Parent, Company or ACI (as applicable) without Cause; (2) terminated by a Key Personnel for Good Reason; or (3) terminated as a result of death or disability, such Key Personnel will be deemed as providing Substantial Services through the Personnel Measurement Date. “Cause” means any one of the following: (x) the occurrence of gross negligence or willful misconduct by the Key Personnel in connection with the performance of such Key Personnel’s services to Parent, Company Series A Preferred Stock or ACI; (y) the Key Personnel’s conviction (including by no contest plea or the like) of a felony or crime of moral turpitude that materially adversely affects Parent, Company or ACI; or (z) a material refusal, failure, or inability by such Key Personnel to perform their duties to Parent, Company or ACI; provided, that a termination pursuant to subsection (z) shall only be effective should the conditions described continue for a period of thirty (30) days after Parent, Company or ACI provides such Key Personnel a notice in writing, stating with specificity the alleged failures and the Key Personnel does not remedy such failure within the 30-day notice period. “Good Reason” means the occurrence of any of the following events, without such Key Personnel’s prior written consent: (A) a reduction of the Key Personnel’s compensation from Parent, Company Series B Preferred Stock had been converted into Company Common Stock or ACI by more than five percent (5%); (B) relocation of such Key Personnel’s principal place of employment to a place that increases such Key Personnel’s one-way commute by more than twenty (20) miles as compared to such Key Personnel’s principal place of employment immediately prior to such relocation; or (iii) a material diminution in such Key Personnel’s title, duties, responsibilities or authority. In order for such Key Personnel’s termination of service to be deemed for “Good Reason,” such Key Personnel or the Effective Time Company Representative must notify Parent in writing of the Merger, plus (z) such additional number of shares of Company Common Stock that would be issued and outstanding if all Outstanding Company Stock Options (as defined below) were fully exercised by the holders thereof immediately prior to the Effective Time occurrence of the MergerGood Reason condition within sixty (60) days of the first time the Key Personnel becomes aware of the occurrence of such condition; Parent shall have thirty (30) days following Parent’s receipt of such notice to remedy the condition (the “Cure Period”); and if not cured during the Cure Period, such Key Personnel must terminate such Key Personnel’s service with Parent, Company or ACI within thirty (30) days after the end of the Cure Period.

Conversion of Company Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Subco or the holder Company or their respective stockholders, as the case may be: (a) Each share of any shares capital stock of Subco issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger, be converted into and become one validly issued, fully paid and nonassessable share of common stock of Surviving Company. Such common stock shall thereafter constitute all of the issued and outstanding equity of Surviving Company Capital Stockso that Parent shall own all of the capital stock interests in, Wireless or Merger Sub and equity of, Surviving Company. Each share of capital stock of Subco, when converted in accordance with this Section 3.1(a), will no longer be outstanding, will automatically be cancelled and will cease to exist. (ib) ALL Subject to the other provisions of this Article III, all of the shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time, (ii) ALL shares shall, by virtue of Company Series A Preferred Stock the Merger, be cancelled and Company Series B Preferred Stock which are issued and outstanding immediately prior to the Effective Time, and (iii) ALL shares of Company Common Stock issuable under any "OUTSTANDING COMPANY STOCK OPTIONS" (as defined below) which are issued and outstanding immediately prior to the Effective Time, shall collectively be converted into that number of shares of common stock, $.001 par value per share (the "WIRELESS COMMON STOCK") of Wireless (the "INITIAL WIRELESS MERGER STOCK") as shallright to receive, in the aggregate, the following: (i) 1,650,000 shares of Parent Common Stock (the “Base Stock Consideration”), subject to adjustment of the Adjustment Stock under Section 3.2 below; (ii) 708,500 shares of Parent Common Stock (the “Milestone Stock Consideration”); and (iii) Warrants to purchase 232,500 shares of Parent Common Stock, at an exercise price of the Parent Per Share Value (the “Warrants”, together with the Milestone Stock Consideration shall be equal referred to seventy-five (75%) percent of as the “Milestone Consideration”). Notwithstanding anything to the contrary contained in this Agreement, under no circumstances whatsoever shall the aggregate number of shares of "FULLY-DILUTED WIRELESS STOCK" Parent Common Stock, including Parent Common Stock issuable upon the exercise of the Warrants and warrants issued to IdMo security holders under the IdMo Merger, issued or issuable to Company Stockholders in connection with the Merger or issued or issuable to IdMo under the IdMo Merger (collectively referred to as definedthe “Collective Equity Consideration”) to be issued and outstanding AFTER giving effect to exceed, in the issuance aggregate, 19.99% of all shares of such Initial Wireless Merger Stock. As used herein, the term "FULLY-DILUTED WIRELESS STOCK" shall mean, as at the date in question (i) the aggregate total number of shares of Wireless Parent Common Stock which are issued and outstanding, plus outstanding or of the voting power of Parent (iithe “NASDAQ Cap”) unless Parent has obtained either (x) its stockholders’ approval of the issuance of more than such additional number of shares of Wireless Parent Common Stock pursuant to NASDAQ Marketplace Rule 5635(d), or (y) a waiver from The NASDAQ Stock Market of the Parent’s compliance with Rule 5635(d). To the extent that the issuance of any number of shares of Parent Common Stock would cause the Collective Equity Consideration to exceed the NASDAQ Cap, the Parent, in lieu of issuing such shares of Common Stock that would be issued and outstandingcause the Collective Merger Consideration to exceed the NASDAQ Cap, after giving effect to the exercise of all the outstanding options, warrants or other stock purchase rights and the conversion into Wireless Common Stock of all then outstanding convertible notes, convertible preferred stock or other securities convertible into or exchangeable for Wireless Common Stock. Based on Wireless' representations and warranties contained herein that immediately prior to the Closing Date the Fully-Diluted Wireless Stock shall consist of 4,500,000 shares, on the Closing Date, Wireless shall issue a total of 13,500,000 shares of Initial Wireless Merger Stock pay in cash to the Company Stockholders; at which time Stockholders in the aggregate an aggregate amount equal to (1) the product of 18,000,000 shares of Fully-Diluted Wireless Stock shall be issued the Parent Per Value Share and outstanding. At the Effective Time, each share of Company Capital Stock no longer shall be deemed outstanding and automatically shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the Initial Wireless Merger Stock and the "Additional Wireless Merger Stock" (as hereinafter defined), without any interest thereon. (b) At the Effective Time, each full outstanding share of Company Common Stock shall be converted into that number of shares of Initial Wireless Merger Parent Common Stock as shall be determined that would cause the Collective Equity Consideration to exceed the NASDAQ Cap, multiplied by multiplying (2) a fraction, the aggregate numerator of which is the total number of shares of Initial Wireless Merger Parent Common Stock (issuable to represent 75% of the aggregate number of shares of Fully-Diluted Wireless Stock) by Company Stockholders under this Agreement, on a fraction (i) the numerator of which shall be onefully exercised basis, and (ii) the denominator of which shall be the "FULLY-DILUTED COMPANY STOCK" (as defined). As used herein, the term "FULLY-DILUTED COMPANY STOCK" shall mean, immediately prior to the Effective Time the SUM is sum of (x) the aggregate total number of shares of Company Parent Common Stock which are issued issuable to Company Stockholders under this Agreement, on a fully exercised basis, and outstanding, plus (y) such additional total number of shares of Company Parent Common Stock issuable to stockholders of IdMo, on a fully exercised basis, under the IdMo Merger Agreement (such amount, as finally determined and to the extent payable, referred to as the “Cash Consideration”). Any Cash Consideration payable hereunder shall be allocated and paid among the Company Stockholders consistent with the Consideration Allocation and Percentage Certificate (defined below) by wire transfer in accordance with wire instructions contained therein. Prior to the issuance of any Cash Consideration, Parent shall obtain the written opinion of counsel that would the issuance of such Cash Consideration will not disqualify the transaction from achieving the Tax Treatment. (c) The Milestone Stock Consideration shall be issued subject to a right of forfeiture in favor of the Parent (the “Right of Forfeiture”) such that if the Milestones have not been satisfied on or before January 1, 2027, then those shares of Milestone Stock Consideration that have not been released from the Right of Forfeiture shall be deemed have surrendered, redeemed and outstandingtendered automatically to Parent on such date for cancellation, for no consideration. Prior to January 1, 2027 and in addition to the release from the Right of Forfeiture set forth in Section 3.1(e) below, certain of the Milestone Stock Consideration shall be released from the Right of Forfeiture as follows: (i) 235,000 shares of Milestone Stock Consideration shall be automatically released and no longer subject to the Right of Forfeiture upon the satisfaction of Milestone 1; (ii) 235,500 shares of Milestone Stock Consideration shall be automatically released and no longer subject to the Right of Forfeiture upon the satisfaction of Milestone 2; and (iii) 238,000 shares of Milestone Stock Consideration shall be automatically released and no longer subject to the Right of Forfeiture upon the satisfaction of Milestone 3. (d) The Warrants shall be subject to the terms set forth in the Warrant substantially in the form as annexed hereto as Exhibit B. (e) 100% of the Milestone Stock Consideration shall be immediately be released from the Right of Forfeiture and the Warrants shall become immediately exercisable in full upon the earliest to occur of (i) a Change of Control Event, (ii) consummation of a transaction or a series of transactions where the Parent or any of its Affiliates sells all or substantially all of the assets related to the Project, including, without limitation, the sale or other disposition of one or more Affiliate that holds material assets related to the Project, and (iii) if Parent fails to contribute the Funding Commitment Amount (as defined in Schedule 6.13) by the Contribution Deadline as set forth in Schedule 6.13, provided (i), (ii) or (iii) occurs on or before January 1, 2027; and provided, further, that for purposes of clause (iii) herein, three (3) of the following individuals must have been employed by or otherwise providing substantial services to Parent, the Company, IdMo or towards the Project (the “Substantial Services”) on a reasonably continuous basis during the period commencing on the Closing and ending on the date that is eighteen (18) months after the Closing Date (the “Personnel Measurement Date”), which may include an executive officer of the Company or of Parent, the chair of Parent’s scientific advisory committee or otherwise: Kxxx Xxxxx, Cxxx Xxxxxxx, Rxxxxxx Xxxxxx and Dxxxx Xxxxxxx (the “Key Personnel”). Notwithstanding the foregoing, if all outstanding shares prior to the Personnel Measurement Date, a Key Personnel’s service to Parent, Company or IdMo is (1) terminated by Parent, Company or IdMo (as applicable) without Cause; (2) terminated by a Key Personnel for Good Reason; or (3) terminated as a result of death or disability, such Key Personnel will be deemed as providing Substantial Services through the Personnel Measurement Date. “Cause” means any one of the following: (x) the occurrence of gross negligence or willful misconduct by the Key Personnel in connection with the performance of such Key Personnel’s services to Parent, Company Series A Preferred Stock or IdMo; (y) the Key Personnel’s conviction (including by no contest plea or the like) of a felony or crime of moral turpitude that materially adversely affects Parent, Company or IdMo; or (z) a material refusal, failure, or inability by such Key Personnel to perform their duties to Parent, Company or IdMo; provided, that a termination pursuant to subsection (z) shall only be effective should the conditions described continue for a period of thirty (30) days after Parent, Company or IdMo provides such Key Personnel a notice in writing, stating with specificity the alleged failures and the Key Personnel does not remedy such failure within the 30 day notice period. “Good Reason” means the occurrence of any of the following events, without such Key Personnel’s prior written consent: (A) a reduction of the Key Personnel’s compensation from Parent, Company Series B Preferred Stock had been converted into Company Common Stock or IdMo by more than five percent (5%); (B) relocation of such Key Personnel’s principal place of employment to a place that increases such Key Personnel’s one way commute by more than twenty (20) miles as compared to such Key Personnel’s principal place of employment immediately prior to such relocation; or (iii) a material diminution in such Key Personnel’s title, duties, responsibilities or authority. In order for such Key Personnel’s termination of service to be deemed for “Good Reason,” such Key Personnel or the Effective Time Company Representative must notify Parent in writing of the Merger, plus (z) such additional number of shares of Company Common Stock that would be issued and outstanding if all Outstanding Company Stock Options (as defined below) were fully exercised by the holders thereof immediately prior to the Effective Time occurrence of the MergerGood Reason condition within sixty (60) days of the first time the Key Personnel becomes aware of the occurrence of such condition; Parent shall have thirty (30) days following Parent’s receipt of such notice to remedy the condition (the “Cure Period”); and if not cured during the Cure Period, such Key Personnel must terminate such Key Personnel’s service with Parent, Company or IdMo within thirty (30) days after the end of the Cure Period.

Conversion of Company Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the holder Company or any stockholder of any shares of Company Capital Stock, Wireless or Merger Sub the Company: (i) ALL Any shares of common stock, par value $0.001 per share, of the Company ("Company Common Stock which are issued and outstanding Stock") held by any wholly owned Subsidiary of the Company immediately prior to the Effective Time, Time (ii) ALL shares of Company Series A Preferred Stock and Company Series B Preferred Stock which are issued and outstanding immediately prior to the Effective Time, and (iii) ALL shares of Company Common Stock issuable under any "OUTSTANDING COMPANY STOCK OPTIONS" (as defined below) which are issued and outstanding immediately prior to the Effective Time, shall collectively be converted into that number of shares of common stock, $.001 par value per share (the "WIRELESS COMMON STOCK") of Wireless (the "INITIAL WIRELESS MERGER STOCK") as shall, or held in the aggregate, be equal to seventy-five (75%Company's treasury) percent of the aggregate number of shares of "FULLY-DILUTED WIRELESS STOCK" (as defined) to be issued and outstanding AFTER giving effect to the issuance of all shares of such Initial Wireless Merger Stock. As used herein, the term "FULLY-DILUTED WIRELESS STOCK" shall mean, as at the date in question (i) the aggregate number of shares of Wireless Common Stock which are issued and outstanding, plus (ii) such additional number of shares of Wireless Common Stock that would be issued and outstanding, after giving effect to the exercise of all the outstanding options, warrants or other stock purchase rights and the conversion into Wireless Common Stock of all then outstanding convertible notes, convertible preferred stock or other securities convertible into or exchangeable for Wireless Common Stock. Based on Wireless' representations and warranties contained herein that immediately prior to the Closing Date the Fully-Diluted Wireless Stock shall consist of 4,500,000 shares, on the Closing Date, Wireless shall issue a total of 13,500,000 shares of Initial Wireless Merger Stock to the Company Stockholders; at which time an aggregate of 18,000,000 shares of Fully-Diluted Wireless Stock shall be issued and outstanding. At the Effective Time, each share of Company Capital Stock no longer shall be deemed outstanding and automatically shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Capital Stock no consideration shall cease to have any rights with respect thereto, except the right to receive the Initial Wireless Merger Stock and the "Additional Wireless Merger Stock" (as hereinafter defined), without any interest thereonbe delivered in exchange therefor. (bii) At the Effective Time, each full outstanding share Any shares of Company Common Stock shall be converted into that number held by Parent, Merger Sub or any other wholly-owned Subsidiary of shares of Initial Wireless Merger Stock as shall be determined by multiplying the aggregate number of shares of Initial Wireless Merger Stock (to represent 75% of the aggregate number of shares of Fully-Diluted Wireless Stock) by a fraction (i) the numerator of which shall be one, and (ii) the denominator of which shall be the "FULLY-DILUTED COMPANY STOCK" (as defined). As used herein, the term "FULLY-DILUTED COMPANY STOCK" shall mean, Parent immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. Any options, warrants, convertible securities or other rights to acquire Company Common Stock held by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent immediately prior to the SUM Effective Time shall be terminated and be of no further force or effect, and no consideration shall be delivered in exchange therefor; provided, however, any issued and outstanding Bridge Notes shall result in a Bridge Note adjustment as set forth in Section 1.5(c)(iii) below. (xiii) Each share of Company Preferred Stock outstanding and held of record by Crescent immediately prior to the aggregate Effective Time shall be converted into the right to receive a number of shares of Company Common Stock Parent Preferred Stock, which are issued and outstanding, plus (y) such additional shall be convertible into a number of shares of Company Parent Common Stock equal to the number of shares of Parent Common Stock that would be have been issued and outstanding, to Crescent in the Merger if Crescent had converted all outstanding of its shares of Company Series A Preferred Stock and Company Series B Preferred Stock had been converted into shares of Company Common Stock immediately prior to the Effective Time of the MergerTime. (iv) Except as provided in clauses (i) and (ii) above and subject to Sections 1.5(b), plus (zc), (d) such additional number of shares and (e), each share of Company Common Stock that would be issued and outstanding if all Outstanding Company Stock Options (as defined below) were fully exercised by the holders thereof immediately prior to the Effective Time shall be converted into the right to receive a number of shares of common stock, par value $0.0001 per share, of Parent (the "Parent Common Stock") equal to the Exchange Ratio (as defined herein) such that the total number of shares of Parent Common Stock issued in connection with the Merger, including, without limitation, the shares of Parent Common Stock issuable upon conversion of the MergerParent Preferred Stock issued to Crescent in the Merger (collectively, the "Merger Consideration"), shall equal fifty-percent (50%) of Parent's Fully Diluted Shares Outstanding immediately after the Effective Time. By way of example, as of the date hereof and based upon the Fully Diluted Shares Outstanding of Parent and the Fully Diluted Shares Outstanding of the Company, each as set forth on Schedule 1.5, the "Exchange Ratio" shall initially be 1.2179, subject to adjustment at the Closing as provided in Sections 1.5(b) and (c).